EXHIBIT 10(h) Site Integration and Linking Agreement between the
Company and A Special Wish Foundation
SITE INTEGRATION AND LINKING AGREEMENT
This Site Integration and Linking Agreement ("Agreement"), dated
as of December 18, 2003, is made between KarmaMedia, Inc. ("Karma
Media") and A Special Wish Foundation ("Charity"). The parties
agree that the Commencement Date (defined below) for this
Agreement shall be December 1, 2003. This Agreement is based upon
the following recitals of fact:
RECITALS
WHEREAS, Karma Media operates Internet web sites
xxx.xxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xxx ("XxxxxXxxxx.xxx")
that feature information about charities worldwide that promotes
their causes to XxxxxXxxxx.xxx's user base, and generates revenue
through advertising, sponsorship, affiliate referral, co-branding
and other similar programs; and
WHEREAS, Charity is a not-for-profit corporation with an Internet
web site at xxx.xxxxxx.xxx whose charitable mission is to grant
the wishes of children under the age of 21 and diagnosed as having
a life-threatening disorder, and who wishes to further that
mission by establishing a presence on XxxxxXxxxx.xxx and receiving
a portion of the advertising, sponsorship, affiliate referral co-
branding and other revenue generated via XxxxxXxxxx.xxx on behalf
of Charity.
NOW, THEREFORE in consideration of the promises end covenants set
forth herein, the parties hereto mutually agree as follows:
1. Links; Promotional Placement; Related Costs:
a. Charity Portfolio on XxxxxXxxxx.xxx. Karma Media shall
develop, host and maintain an online presence (the "Portfolio") on
behalf of Charity at XxxxxXxxxx.xxx. The Portfolio shall feature
a synopsis of Charity's organization along with a link to
Charity's a web site. Karma Media shall initially cover all of
the costs it incurs that are associated with creating, operating
and maintaining the Portfolio, including without limitation
staffing, merchant and advertiser acquisition and relations,
customer service, revenue tracking and disbursement (collectively,
the "Costs"). Content to be included in the Portfolio will be
developed and determined by Karma Media in its sole discretion and
may include text, graphics and information provided by Charity or
contained in Charity's web site or other written materials, the
use of which is subject to the license granted Karma Media
pursuant to Paragraph 5 below.
b. Charity Link to XxxxxXxxxx.xxx Homepage. Where contextually
appropriate, Karma Media will provide Charity with recommendations
and graphical artwork to use in linking to the XxxxxXxxxx.xxx
homepage. Charity shall cover all costs directly associated with
such graphical artwork and linking.
2. Charity Responsibilities. Charity will be solely responsible
for the development, operation, and maintenance of its web site
and for an materials that appear therein, including without
limitation: (a.) the technical operation of its web site and all
related equipment; (b.) the accuracy and appropriateness of
materials posted on or incorporated into its web sites (including
among other things, all materials related to Karma Media); (c.)
ensuring that materials posted on or incorporated into its web
site do not violate or infringe upon the rights of any third party
(including without limitation copyrights, trademarks, trade
secrets, privacy or other personal or proprietary rights); and
(d.) ensuring that materials posted on or incorporated into the
web site are not libelous or illegal.
3. Visitor Activity; Quantification, Contacts. Visitors to
XxxxxXxxxx.xxx and XxxxxXxxxxxxx.xxx may elect to participate in
numerous activities including but not limited to:
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(a.) registration; (b.) tell a friend referrals; (c.) downloading
the instant contributor software; (d.) supporting merchants and
advertisers on XxxxxXxxxx.xxx and XxxxxXxxxxxxx.xxx; (a.) playing
trivia games; (f.) participating in message boards; (g.) adding a
Karma Media signature block to their outgoing emails; and (h.)
joining the Karma Media Awareness Network (collectively
"Activities") and all of which may be modified by Karma Media in
its sole discretion from time to time. Any and all persons who
visit XxxxxXxxxx.xxx who participate in Activities, or whose
contact information is provided by such persons (collectively,
"Contacts") will be deemed customers of Karma Media and Karma
Media shall be under no obligation to provide Charity with any
information regarding the identity of any of the Contacts. Karma
Media acknowledges that some or all of ft Contacts may be
supporters of and contributors to Charity.
4. Merchant Relationships. XxxxxXxxxx.xxx shall contract
directly with all merchants and advertisers. Said merchants and
advertisers shall have the option to designate a specific charity
as the recipient of all contributions as outlined in paragraph 5.
Charity understands that it is only entitled to contributions
derived from merchants and advertisers, which have designated
Charity as recipient.
5. Revenue Calculation and Remittance.
i. Revenue Calculation. 10% (ten-percent) of all not commissions
actually received each month by XxxxxXxxxx.xxx from all Activities
generated by merchants who have designated Charity as their
recipient charity shall be deemed the contribution (the
"Contribution").
j. Remittance. Each payment period, Karma Media will remit to
Charity theContribution for the applicable calendar month.
k. Example. By way of example only, if the Portfolio generated
$50,000 in net revenues from all Activities, then the Remittance
would be $5,000.
l. Payment Periods and Reporting. Karma Media will track an
revenues, calculate the Contribution and pay the Remittance due to
the Charity within thirty (30) days following the end of each
calendar month. Each Remittance payment will be accompanied by a
report showing in reasonable detail the calculation of the Pool
and the Remittance earned during the applicable month. In the
event that Charity believes in good faith that the amounts paid to
Charity are not accurate, Charity may request in writing that
Karma Media verify the accuracy of its records and calculations
relating to the amounts payable hereunder, provided that such
request shall not be made more often than once each year. Upon
such request, Karma Media will recalculate the amount of the
contested Remittances and deliver a written certificate stating
the correct amount payable under the Agreement, signed by an
executive of Karma Media, together with any payment shortfall.
4. Intellectual Property Rights. Except as specifically set
forth below, each party reserves all of ft right, title and
Interest in its intellectual property rights (e.g. patents,
copyrights, trade secrets, trademarks and other intellectual
property rights).
a. Charity hereby grants to Karma Media, during the term of this
Agreement a non-exclusive, non-transferable, royalty-free license
to establish hyperlinks between XxxxxXxxxx.xxx and the Charity web
site, to edit, modify, post, circulate and otherwise use any and
all materials, whether in written or electronic form, subject to
copyright protection owned by Charity or otherwise describing
Charity's business and/or philanthropic operations, and to use the
Charity's trade names, logos, trademarks and service marks as is
reasonably necessary to establish and promote such hyperlinks and
materials and to otherwise perform its obligations under this
Agreement.
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b. Karma Media hereby grants to Charity, during the term of this
Agreement a non-exclusive non-transferable, royalty-free license
to establish hyperlinks between the Charity web site and
XxxxxXxxxx.xxx and to use the Karma Media trade names, logos,
trademarks and service marks only as same may from time to time be
supplied by Karma Media (the "Karma Media Marks") on the Charity
web site as is reasonably necessary to establish and promote such
hyperlinks; provided, however, that each such use is subject to
Karma Media's prior written approval, not to be unreasonably
withheld. Charity will not modify, alter or obfuscate the Karma
Media Marks or use them in a manner that disparages Karma Media or
its products or services, or portrays Karma Media or its products
or services in a false, competitively adverse or poor light.
Charity will comply with Karma Media's instructions as to the form
of use of the Karma Media Marks and will avoid any action that
diminishes the value of such marks. Charity's unauthorized use of
the Karma Media Marks is strictly prohibited. Upon termination of
this Agreement and upon written request, Charity shall return to
Karma Media any and all Karma Media Intellectual or proprietary
property and/or information obtained pursuant to this Agreement.
5. Representations and Warranties. Charity hereby represents,
warrants and covenants to Karma Media and its successors,
licensees and assigns as follows:
a. Charity is a corporation or other legal entity in good
standing under the laws of the state or jurisdiction of its
formation, and is duly licensed and qualified to do business and
solicit donations in all states or jurisdictions in which it does
so. Charity a licensed not-for-profit public benefit corporation,
and is tax exempt under U.S. Internal Revenue Code section
501(c)(3). Its primary charitable mission is as set forth above.
b. Charity has the power and authority to grant the rights
herein granted to Karma Media.
c. All of the information contained on the Charity web site or
otherwise provided to Karma Media by Charity for use on
XxxxxXxxxx.xxx is and will be true, complete and accurate in all
respects, and does not contain any false or potentially misleading
statements or claims, or omit any information necessary to make
the information that is stated not misleading.
d. None of the materials on the Charity web site or otherwise
provided to Karma Media by Charity or the exercise or any right,
license or privilege herein granted violates or will violate or
infringes or will infringe any trademark, trade name, contract
agreement, copyright (whether common law or statutory), patent,
literary, artistic, dramatic, personal, private, civil or property
right or right of privacy or "moral rights of authors" or any
other right whatsoever, or slanders or libels any person, firm,
corporation or association whatsoever.
e. Charity will comply with all applicable laws, regulations,
orders and other requirements, now or hereafter in effect, of
governmental authorities having jurisdiction. Specifically,
Charity acknowledges and agrees that it assumes full
responsibility for compliance with any laws or regulations
governing not for profit corporation's participation in commercial
ventures soliciting contributions, generating and reporting
revenue and taxes, participating in securities offerings,
conducting business on the Internet and any and all similar and
related matters including but not limited to laws or regulations
promulgated by local, state or federal authorities such as the
United States Internal Revenue Service, SEC, Federal Trade
Commission and Federal Communications Commission and related or
similar agencies.
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6. Exclusivity, Non-Circumvention and Confidentiality.
(a.) Charity intends to be bound by the terms of this Agreement
and acknowledges that its exclusivity and non-circumvention
commitments to Karma Media are material components of the
consideration given to Karma Media hereunder. Therefore, during
the term of this Agreement and for a period of twelve (12) months
following termination or expiration, Charity will not (i.) cause
or permit any person or entity other than Karma Media to create a
separate online "portfolio" similar to that created hereunder,
(ii.) establish any direct hypertext links between its web site
and a Karma Media competitor or exclusive service provider
("Competitor"), (iii.) permit or provide any other links,
advertisements or promotions by or to any Competitor, (iv.) engage
in any such activity on its own behalf, (v.) bypass, obviate,
circumvent or otherwise duplicate Karma Media's unique application
of online referral revenue business practices to non-profit
organizations, (vi.) participate though agents or on its own
behalf in any online or offline affiliate referral programs.
"Competitors" include, without limitation (1)
xxxxxxxxxxxxxxxxxx.xxx, xxxxxxxxx.xxx, xxxxxx.xxx, (2) any online
merchant referral programs, (3) any person, entity, Internet or
other online site or service that makes or facilitates payment of
a portion of online advertising revenues or e-commerce purchases
..to charities, causes or not-for-profit organizations, and (4) any
person, entity, Internet or other online site or service that
derives more than ten percent (10%) of its annual gross revenues
from the integration or linking of web sites or from online
activities to revenue sharing opportunities.
(b.) Confidentiality. Charity acknowledges that Karma Media's
application of online referral revenue business practices is
unique because it applies to not for profit organizations.
Charity acknowledges that Karma Media has invested tremendous
amounts of capital, human and otherwise, into the development of
its business model and operational structure and that same are
considered valuable trade secrets and knowledge of Karma Media and
that the loss or unauthorized disclosure of same to third parties
would cause Karma Media irreparable harm and unspecified damages.
Therefore, except as expressly set forth herein, Charity shall
maintain in confidence the terms of this Agreement. It is
expected that, pursuant to discussions to date and to this
Agreement, Karma Media may disclose to Charity certain
information, as defined herein, which is considered by Karma Media
to be of tremendous value and to be treated in utmost confidence
(the "Confidential Information"). Confidential Information shall
be defined to include but not be limited to any information,
communication or data, in any form, including, but not limited to,
oral, written, graphic or electronic, of or relating to Karma
Media's and XxxxxXxxxx.xxx's business model and business practices
which Charity acknowledges that Karma Media seeks to protect
against unrestricted disclosure or use, including without
limitation, site traffic and performance data, business
information, contract details, referral system details, Activities
details, financial data and marketing data. All Confidential
information shall remain the sole property of Karma Media and its
confidentiality shall be maintained and protected by Charity with
the same degree of care as Charity uses for its own confidential
and proprietary information. Charity shall not use the
Confidential Information except as necessary to fulfill its
obligations under this Agreement, nor shall it disclose such
Confidential Information to any third party without the prior
written consent of Karma Media. The restrictions on the use or
disclosure of any Confidential Information shall not apply to any
Confidential Information that is disclosed under operation of law.
7. Disclaimers and Limitation of Liability. Charity
acknowledges that the operation of XxxxxXxxxx.xxx will not be
uninterrupted or error-free and may be subject to temporary
shutdowns due to causes beyond Karma Media's reasonable control.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, KARMA MEDIA
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING
(1) ITS WEB SITE OR ANY OF THE PRODUCTS OR SERVICES IT PROVIDES,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (2) THE
AMOUNT OF REMITTANCES THAT MAY BE GENERATED DURING
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THE TERM; AND (3) ANY ECONOMIC OR OTHER BENEFIT THAT CHARITY MIGHT
OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. KARMA MEDIA
SHALL NOT BE LIABLE TO CHARITY FOR ANY INDIRECT, SPECIAL,
INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS
AGREEMENT. KARMA MEDIA'S ENTIRE LIABILITY ARISING FROM THIS
AGREEMENT (EXCEPT FOR LIABILITIES RESULTING FROM KARMA MEDIA'S
WILLFUL MISCONDUCT), WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED
THE TOTAL AMOUNTS, IF ANY, RECEIVED BY KARMA MEDIA FROM CHARITY
HEREUNDER.
8. Term and Termination
a. The term of this Agreement will begin on the date first
written above and will continue for a period of one year from the
Commencement Date unless earlier terminated, renewed or extended
in accordance with the terms of this Agreement. The term
"Commencement Date," as used herein, means the date Karma Media
first makes the Portfolio described above in Paragraph 1 available
on XxxxxXxxxx.xxx.
b. Either party may terminate this Agreement on sixty (60) days
written notice in the event the other party materially breaches
this Agreement and fails to cure such material breach within such
60-day notice period.
c. This Agreement will renew automatically for successive one-
year periods unless either party gives written notice to the other
party of its intent not to renew no less than sixty (60) days
prior to the end of the previous term.
d. Paragraphs 4-8 and 10-11 (together with all other provisions
that reasonably may be interpreted as surviving termination or
expiration of this Agreement) will survive the termination or
expiration of this Agreement.
9. Indemnification.
(a.) Charity agrees to indemnify and hold harmless Karma Media and
its affiliates (as defined in Rule 405 under the Securities Act of
1933 as amended) and their respective directors, officers,
employees, agents and controlling persons (Karma Media and each
such person being an "Indemnified Party") from and against all
losses, claims, damages and liabilities (or actions, including
shareholder actions, in respect thereof), joint or several, to
which such Indemnified Party may become subject under any
applicable federal or state law, or otherwise which are related to
or result from the performance by Karma Media of its obligations
contemplated by and pursuant to this Agreement, including but not
limited to (i.) the existence, use and maintenance of the
Portfolio, (ii.) any breach of Karma Media's obligations under
this Agreement, (iii.) the violation of third-party intellectual
property rights by any materials provided by Charity for display
on XxxxxXxxxx.xxx and (iv) violation of any laws or regulations
governing not for profit corporation's participation in commercial
ventures, soliciting contributions, generating and reporting
revenue and taxes, participating in securities offerings,
conducting business on the Internet and any and all similar and
related matters including but not limited to laws or regulations
promulgated by local, state or federal authorities such as the
United States Internal Revenue Service, SEC, Federal Trade
Commission and Federal Communications Commission and related or
similar agencies and will promptly reimburse any Indemnified Party
for all reasonable expenses (including reasonable counsel fees and
expenses) as they are incurred in connection with the
investigation of, preparation for or arising from any threatened
or pending claim, whether or not such Indemnified Party is a party
and whether or not claim or proceeding is initiated or brought by
Charity. Charity will not be liable to any Indemnified Party
under the foregoing indemnification and
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reimbursement provisions, (v.) for any settlement by on
indemnified Party effected without its prior written consent (not
to be unreasonably withheld); or (vi.) to the extent that any
loss, claim, damage or liability is found in a final, non-
appealable award issued by an arbitrator under this Agreement to
have resulted primarily from Karma Media's willful misconduct or
gross negligence. Charity also agrees that no Indemnified Party
shall have any liability (whether direct or indirect, in contract
or tort or otherwise) to Charity or its security holders,
contributors or creditors related to or arising out of Karma
Media's obligations under this Agreement except to the extent that
any loss, claim, damage or liability is found in a final, non-
appealable award issued by an arbitrator under this Agreement to
have resulted primarily from Karma Media's willful misconduct or
gross negligence.
(b.) Promptly after receipt by an Indemnified Party of notice of
any intention or threat to commence an action, suit or proceeding
or notice of the commencement of any action, suit or proceeding,
such Indemnified Party will, if a claim in respect thereof is to
be made against Charity pursuant hereto, promptly notify Charity
in writing of the same. In case any such action is brought
against any Indemnified Party and such Indemnified Party notifies
Charity of the commencement thereof, Charity may elect to assume
the defense thereof, with counsel reasonably satisfactory to such
Indemnified Party, and an Indemnified Party may employ counsel to
participate in the defense of any such action provided, that the
employment of such counsel shall be at the Indemnified Party's own
expense, unless (i.) the employment of such counsel has been
authorized in writing by Charity, (ii.) the Indemnified Party has
reasonably concluded (based upon advice of counsel to the
Indemnified Party) that there may be legal defenses available to
it or other Indemnified Parties that are different from or in
addition to those available to Charity, or that a conflict or
potential conflict exists (based upon advice of counsel to the
Indemnified Party) between the Indemnified Party and Charity that
makes it impossible or inadvisable for counsel to the Indemnifying
Party to conduct the defense of both the Charity and the
Indemnified Party (in which case the Charity will not have the
right to direct the defense of such action on behalf of the
Indemnified Party), or (iii.) the Charity has not in fact employed
counsel reasonably satisfactory to the Indemnified Party to assume
the defense of such action within a reasonable time after
receiving notice of the action, suit or proceeding, in each of
which cases the reasonable fees, disbursements and other charges
of such counsel will be at the expense of Charity; provided,
further, that in no event shall Charity be required to pay fees
and expenses for more than one firm of attorneys representing
Indemnified Parties. Any failure or delay by an Indemnified Party
to give the notice referred to in this Paragraph shall not affect
such Indemnified Party's right to be indemnified hereunder, except
to the extent that such failure or delay causes actual harm to the
Charity or prejudices its ability to defend such action, suit or
proceeding on behalf of such Indemnified Party.
(c.) If the indemnification provided for in this Agreement is for
any reason hold unenforceable by an Indemnified Party, Charity
agrees to contribute to the losses, claims, damages and
liabilities for which such indemnification is hold unenforceable
(i.) in such proportion as is appropriate to reflect the relative
benefits to the Charity, on the one hand, and Karma Media on the
other hand, of the Agreement, or (ii.) if (but only if) the
allocation provided for in clause (i.) is for any reason
unenforceable, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) but also the
relative fault of Charity, on the one hand and Karma Media on the
other hand, as well as any other relevant equitable
considerations. Charity agrees that for the purposes of this
Paragraph the relative benefits to the Charity and Karma Media
from the Agreement as contemplated shall be deemed to be in the
same proportion that the total value received or contemplated to
be received by the Charity or its shareholders, as the case may
be, as a result of or in connection with the Agreement bear to the
fees paid or to be paid to Karma Media under this Agreement.
Notwithstanding the foregoing, the Charity expressly agrees that
Karma Media shall not be required to contribute any amount in
excess of the amount by which fees paid Karma Media hereunder
(excluding
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reimbursable expenses), exceeds the amount of any damages which
Karma Media has otherwise been required to pay.
(d.) Charity agrees that without Karma Media's prior written
consent, which shall not be unreasonably withheld, it will not
settle, compromise or consent to the entry of judgment in any
pending or threatened claim action or proceeding in respect of
which indemnification could be sought under the indemnification
provisions of this Agreement (in which Karma Media or any other
Indemnified Party is an actual or potential party to such claim,
action or proceeding), unless such settlement, compromise or
consent includes an unconditional release of each Indemnified
Party from all liability arising out of such claim, action or
proceeding.
(e.) In the event that an Indemnified Party is requested or
required to appear as a witness in any action brought by or on
behalf of or against Charity in which such Indemnified Party is
not named as a defendant, Charity agrees to promptly reimburse
Karma Media on a monthly basis for all expenses incurred by it in
connection with such Indemnified Party's appearing and preparing
to appear as such a witness, including, without limitation, the
reasonable fees and disbursements of its legal counsel.
(f.) If multiple claims are brought with respect to at least one
of which indemnification is permitted under applicable law and
provided for under this Agreement, Charity agrees that any
judgment or arbitration award shall be conclusively deemed to be
based on claims as to which indemnification is permitted and
provided for, except to the extent the judgment or arbitration
award expressly states that it, or any portion thereof, is based
solely on a claim as to which indemnification is not available.
10. General Provisions.
a. Independent Contractors. The parties are entering this
Agreement as independent contractors, and this Agreement will not
be construed to create a partnership, joint venture or employment
relationship between them. Neither xxxxx will represent itself to
be an employee or agent of the other or enter into any agreement
on the other's behalf of or in the other's name.
b. Force Majeure. Neither Karma Media nor Charity will be liable
for, or will be considered to be in breach of or default under
this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions
that are beyond such party's reasonable control and that such
party is unable to overcome through the exercise of commercially
reasonable diligence. If any force majeure event occurs, the
affected party will give prompt written notice to the other party
and will use commercially reasonable efforts to minimize the
impact of the event.
c. Notice. Any notice or other communication under this Agreement
given by any party to any other party will be in writing and will
be deemed properly given when sent to the intended recipient by
registered letter, receipted commercial courier, or electronically
receipted facsimile transmission (acknowledged in like manner by
the intended recipient) at its address and to the attention of the
individual specified below its signature at the end of this
Agreement. Any party may from time to time change such address or
individual by giving the other party notice of such change in
accordance with this Paragraph 11(c).
d. Assignment. Charity may not assign this Agreement, in whole or
in part, without Karma Media's prior written consent (which
consent will not be unreasonably withheld), except to (i.) any
corporation resulting from any merger, consolidation or other
reorganization involving Charity, or (ii.) any individual or
entity to which Charity may transfer substantially all of its
assets; provided that the assignee agrees in writing to be bound
by all the terms and conditions
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of this Agreement. Subject to the foregoing, this Agreement will
be binding on and enforceable by the parties and their respective
successors and permitted assigns.
e. No Waiver, Remedies, Severability. The failure of either party
to enforce any provision of this Agreement will not constitute a
waiver of the party's rights to subsequently enforce the
provision. The remedies specified in this Agreement are in
addition to any other remedies that may be available at law or in
equity. If any provision of this Agreement shall be declared by
any court of competent jurisdiction to be illegal, void or
unenforceable, all other provisions of this Agreement shall not be
affected and shall remain in full force and effect.
f. Counterparts. This Agreement may be executed in any number of
counterparts and transmitted by facsimile, a copy of which shall
be deemed to be an original, all of which together shall
constitute one and the same instrument.
g. Governing Law, Arbitration. This Agreement will be
interpreted, construed and enforced in all respects in accordance
with the laws of the State of California, without reference to its
choice of law rules. Any controversy, dispute or claim of any
nature whatsoever between or among the parties relating to this
Agreement shall be resolved by final and binding arbitration
before a retired judge or justice at JAMS in Los Angeles,
California, or its successor pursuant to applicable law. The
Arbitrator shall determine the prevailing party, and shall include
in the arbitration award all of the prevailing party's costs and
expenses, including without limitation all attorney and expert
witness fees, costs and expenses and including any and all costs
and expenses incurred by the prevailing party by operation of
Paragraph 10 above.
h. Entire Agreement. This Agreement represents the entire
agreement between the parties with respect to the subject matter
hereof and supersedes any previous or contemporaneous oral or
written agreements regarding such subject matter and may be
amended or modified only by a written instrument signed by a duly
authorized agent of each party.
IN WITNESS WHEREOF, the parties hereto, have caused this Agreement
to be duly executed as of the date first written above.
Charity:
/s/ A Special Wish Foundation, Inc.
(Name of Charity)
By: /s/
KARMA MEDIA, INC.
By: /s/
(Authorized signatory)
