October 30, 2015
Exhibit 10.2
October 30, 2015
Xxxxxxx Xxxxxxx, CEO Seen On Screen TV, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
This letter shall serve as an agreement (this "Agreement") by and between Seen On Screen TV, Inc. (SONT) and StockVest whereby StockVest will provide advertising, promotional and marketing services for SONT in accordance with the terms set forth below.
CONTRACT TERM
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November 5, 2015 - February 5, 2016
SERVICES
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StockVest will begin coverage and launch a market awareness campaign and perform various public and investor relation services including but not limited to, news dissemination, creation and distribution of investor information, double opt-in email campaigns, internet profiles as well as features in the StockVest Newsletter.
All services fully comply with all SEC rules, regulations and guidelines.
INITIAL PAYMENT
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In consideration of the foregoing services performed by StockVest, SONT shall pay a fee of 6,000,000 restricted shares on or before November 5, 2015
The certificates are to be titled as follows: StockVest
The certificate shall be sent by overnight delivery to:
StockVest
00 Xxxxx Xxxx
Xxxxx #000
Xxxxxxxxxxx, XX 00000
ANTI-DILUTION PROVISION / ADDITIONAL PAYMENT
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The purpose of this provision and additional payment is to insure that StockVest will remain the owner of at least 1% of the company's outstanding shares for a 12 month period. On November 5, 2016 SONT shall issue StockVest additional shares as necessary to bring the total amount of shares paid to StockVest to equal at least 1% of the outstanding shares of common stock as of November 5, 2016.
REPRESENTATIONS AND INDEMNITY
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This Agreement shall create a binding agreement for the Services, and each party agrees to be bound by the terms and conditions contained herein. Each party represents and warrants to the other that it has the right to enter into this Agreement, and has the ability to perform its obligations hereunder. Each party further represents and warrants that the Services, will not violate or infringe upon the intellectual property rights of any third party; or violate any applicable laws and/or regulations. StockVest makes no representation or warranty as to the effectiveness or level of success of the Campaign. Nothing in this Agreement will be construed as a guarantee regarding the outcome of future stock price. This document constitutes the entire agreement and understanding of the parties. No verbal agreements are binding. All shares are considered beneficially owned and fully earned upon execution of this agreement, the shares are not compensation for future services. This Contract shall be governed by the laws of the State of Florida. Any claims or legal action arising from this contract shall be held in Osceola County, Florida. Each party shall, at its own expense, indemnify, defend, and hold harmless the other party and its affiliates from and against any claim, actions, liabilities, and damages, and any costs or expenses incurred in defending against same (including reasonable attorneys' fees), arising from any breach or alleged breach of the indemnifying party's representations and warranties.
GENERAL
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Neither party shall be liable for failure to perform its obligations under this Agreement in the event of an Act of God, action by any governmental or quasi-governmental entity, fire, flood, insurrection, riot, explosion, power interruption or any condition beyond the reasonable control of the party affected by any such act.
We look forward to starting our business relationship together, and are eager to begin working on your campaign. If the foregoing meets with your approval, please execute this Agreement below and email to Xxx@XxxxxXxxx.xxx.
/s/ ART XXXXX
StockVest Executive Director
AGREED AND ACCEPTED
AS OF October 30, 2015 BY:
/s/ XXXXXXX XXXXXXX
Xxxxxxx Xxxxxxx, CEO
Seen On Screen TV, Inc.
