1.1.1. Acceptance - Client has accepted that the software has passed the user tests and the Onboarding Services has been completed in accordance with this Agreement

1.1.2. Agreement - shall mean the agreement between the CLIENT and GORATED for the execution of this project, including all documents to which reference may properly be made to ascertain the rights and obligations of the parties.

1.1.3. Effective Date – Refers to the date when the Service begins as detailed in this Agreement

1.1.4. Implementation Timeline - shall mean the timing and sequence of events agreed between the CLIENT and GORATED for the performance of this Agreement.

1.1.5. Invoice Date - is the posted date on the invoice furnished by GORATED.

1.1.6. Milestone - a set of functional tasks which marks the beginning or the end of a process. Milestones help track and maintain progress of the Onboarding Services.

1.1.7. Onboarding Service(s) - shall mean services which include the delivery, set up, implementation, testing, training and all other work to be carried out by GORATED as specified in this Agreement.

1.1.8. One-time Fees - refers to fees charged upon set up of a new account. This includes but are not limited to Onboarding Fees, Incurred Sales or Lead Transaction, POS Device Purchases.

1.1.8. One-time Fees - refers to fees charged upon set up of a new account. This includes but are not limited to Onboarding Fees, Incurred Sales or Lead Transaction, POS Device Purchases.

1.1.9. ChatGenie Platform - means the actual Software as a Service Product. ChatGenie Business CMS and Dashboard and Messenger Mini App which include.

1.1.10. Recurring Fees - refers to all fees which are recurring monthly with respect to the payment to use the ChatGenie Platform. This include but are not limited to Transaction Fees and/or ChatGenie Platform software license fees.

1.1.11. SaaS - means Software as a Service

1.1.12. ChatGenie Business Account – refers to the active account by a CLIENT to use and access the ChatGenie Business CMS and Dashboard.

1.1.13. Service – Refers to details in the Scope of Work and the support and resources made available to the CLIENT throughout the lifetime of the subscription to ChatGenie Platform.

1.1.14. Scope of Work - an estimated summary of the work objective that GORATED will provide as a Service:

1.1.14.1. Setup and implement the ChatGenie Platform as specified in the Agreement

1.1.14.2. Provide onboarding support and training as detailed in the Onboarding Services section of this Agreement

1.1.14.3. Deliver a functional Business CMS and Dashboard and Messenger Mini App that is ready for use

1.1.14.4. Provide ongoing customer support throughout the lifetime of the CLIENT’s subscription of the ChatGenie Platform and in accordance to the terms and conditions detailed in this Agreement

1.1.15. Term - means the terms of this Agreement

1.1.16. Terms of Service - means the rights and restrictions for service provided by GORATED

1.1.17. Users - means any individual or entity that is directly or indirectly through another user: (a) actively accesses or uses your account; or (b) otherwise actively accesses or uses the Service under your account. Typical users are company employees with different roles and ranks. Non-active users are not considered users under this Agreement. These users would typically be retired, terminated or employees who have resigned and are no longer receiving compensation from the CLIENT’s company.

1.1.18. Free Tier - is a ChatGenie Platform Software as a Service Subscription type. This type of subscription doesn’t require CLIENT to pay for one time and recurring fees. One time and recurring fees are waived provided that required transactions per month are met every billing cycle and transaction fee billed are paid.

1.1.19 Transactions Per Month - can also be referred as TPMs. This is measured by every successful transaction done on ChatGenie Platform via ChatGenie Messenger App or anything related offered under ChatGenie Platform.

3.1.1 Product Entry Manager: Product Manager allows business owner to manage product categories, product entries and product entry information

3.1.2 Product Inventory Manager: Product Inventory Manager is the supporting module for Product Entry Manager. The Product Inventory Manager handles the inventory management of the product entries being managed under the Product Entry Manager.

3.1.3 Broadcast Manager: Broadcast Module allows business owners to send Messenger notifications to customers. Sending of notifications can be filtered via customer segmentations or send to all. Sending of notifications can be scheduled or on demand. Messenger notification can be either in form of simple text notification or text notification with quick replies

3.1.4 Notification Manager: Notification Module helps business owners to be informed about system activities, business transactions that are happening within their business and anything that requires their urgent attention. You can compare this feature with the notification bar and page on Facebook.

3.1.5 Conversation Flow Editor: Conversation Flow Editor allows business owners to see the flow of the conversation and updated the copies of the conversation.

3.1.6 Inbox Manager: Inbox Management Module mirrors the Facebook Page inbox of the business owner. the difference is ChatGenie Inbox Management Module has filtiers to know which customers has turned of their 'auto response' to have a real-time conversation withe the Facebook Page Customer Service / Admin.

3.1.7 Customer Information Manager: Customers are not created equally therefore treatment and responses to each customer should be customized accordingly. Customer Information Manager allows business owners to have an overview and manage customer's personal information, online activity within the Messenger app and transacion history. Customer Information Manager includes purchases and appointments history; customer segment and custom tags for dyanamic prompts.

3.1.8 System Settings Manager: System Settings Manager allows business owners to configure the behavior of the overall Messenger App such Automated Response Timeoff, Deactivation of Subscription, Security Settings etc. Supports product manager module base conversation flow editor, defualt and dynamic greeting prompt editor.

3.1.9 Persistent Menu Editor: Persistent Menu Editor allows business owners to view and update persistent menu entries (Parent and Sub) copies and configurations.

3.1.10 Member Manager: Memeber Management Module allows business owners to invite other operators of the business by sending an invitation link. This module also allows the management of permission per member.

3.1.11 Billing Manager: Billing Manager handles all billing related information and details about the ChatGenie Subscription. This is designed to inform business owners about their billing commitments to ChatGenie.

3.1.12 Keywords Manager: Management of custom keywords inputted by customers that has pre programmed action or URL.

3.1.13 Customer Segment Manager: Management of customer segment entries and configuration

3.1.14 Sales Report Manager: Management of sales genrated from customers via Messenger.

*Modules mentioned above are combination modules that are currently in redesigning and development process and subject for deployment once they are tested properly.

A. Onboarding Specialist

At the start of the implementation of CLIENT's ChatGenie Platform access, CLIENT will be assigned a dedicated Onboarding Specialist who will manage the CLIENT's Onboarding Services. GORATED will set-up the system, migrate data, run test scenarios, and train CLIENT's team in accordance to its subscription and within the implementation timeline table prescribed below.

B. ChatGenie Account Manager

Upon completion of the implementation by ChatGenie Platform's Onboarding Team, CLIENT will benefit from having internal ChatGenie Account Managers within your organization. A ChatGenie Account Manager is an internal product expert designated to be the first line of support to answer and address most common question concerning the use of the platform and the basic day-to-day operations.

C. Online Self-help Guides

CLIENT's team will have unlimited access to ChatGenie Platform's online self-help guides for detailed explanations on all ChatGenie Platform modules and features

D. Support Team

GORATED support team is available to CLIENT Mondays to Friday from 8am to 5pm and can be reached through any of the following modes: 1) ChatGenie Platform's online chat feature on their website located on the lower-right hand corner of any browser when CLIENT visits www.chatgenie.ph, or 2) ChatGenie Platform's customer support email at support@chatgenie.ph. GORATED will answer all of the CLIENT's question about ChatGenie Platform's features and functionalities

6.2.1. The cost of the ChatGenie Platform Software License, Monthly Support/Updates/Maintenance, Onboarding Fee (Set-Up, Onboarding, Testing), and User Training (Staff & Employees) are waived except for the fees for every successful transaction. The transaction fee for every successful transaction on ChatGenie Platform is Php10 (VAT Inclusive), thus:

6.3.1. The preferred payment terms are detailed below. CLIENT may request alternative payment terms in writing subject to approval of GORATED. No work can begin until payment is received.

6.3.2. GORATED shall be entitled to invoice the CLIENT at the times and in the manner specified in this Agreement.

6.3.3. One-Time Fees: The CLIENT shall pay GORATED within thirty (30) days from the date of the invoice, unless otherwise agreed upon in writing. CLIENT acknowledges that no work will commence until payment is received

6.3.4. Recurring Fees:

7.1.1. Discovering and determining the CLIENT’s functional requirements according to their business model and company policies;

7.1.2. Setup and configuration of ChatGenie Platform based on standard configuration

7.1.3. Develop technical or manual workarounds should the needs of the CLIENT exceed the capabilities of the current version of the ChatGenie Platform;

7.1.4. Perform all the appropriate testing as detailed in section 5 of this agreement, to ensure ChatGenie Platform is fully functional

7.2.1. GORATED can provide additional on-site training and/or educational support for CLIENT’s staff and/or employees

7.2.2. Offer recommendations for creation of new company policies according to industry best practice standards.

7.2.3. On-site training for out-of-area CLIENTS. Transportation and or lodging fees may apply, depending on location and accessibility.

8.1.1 Follow up, finalize, and confirm all documents that should be provided by the CLIENT to meet the requirements needed to move the Onboarding Services forward

8.1.2. Provide a total of two (2) Onboarding session at a maximum of 3-hours per session, one to be conducted on the CLIENT's premises within Metro Manila and one online session.

8.1.3. Provide an Onboarding Session checklist to commemorate the end of every session to be signed and acknowledged by the CLIENT. This will serve as proof of the topics and tasks that the Onboarding Specialist finished on each session.

8.1.4. Provide a report via email at the end of every Onboarding Session about the topics discussed and tasks completed. A turnover email will be sent after the last Onboarding session to CLIENT for its formal endorsement to GORATED Support. Onboarding Session does not include the uploading of CLIENT’s current or previous Year-To-Date (YTD) information in the ChatGenie Platform. GORATED will provide best effort assistance to help CLIENT to manage relevant content to make ChatGenie Platform ready for business.

8.1.5. Carry out the Onboarding Services provided above in accordance with sound and professionally accepted practices in law.

8.1.6. To conform to the manner of execution of work according to the policies of the CLIENT, provided it is reasonable and acceptable in the standard process of GORATED and in so far as it is not contrary or in conflict to the existing laws, rules and regulations in the Philippines,

8.1.7. GORATED shall provide Onboarding Service’ management support, assistance, and shall oversee the setup and implementation with respect to the Services being provided.

8.1.8. In no event shall GORATED be liable for any indirect, special, incidental, exemplary, or consequential damage or any damages for lost data, business interruption, lost revenues, or lost business arising from the Agreement.

8.2.1. Provide all necessary information and documents relevant to set up the ChatGenie Platform within the prescribed time;

8.2.2. Shall exert reasonable effort to supply GORATED with the needed requirements and warrant that all documents submitted are accurate and complete;

8.2.3. Shall exert reasonable effort to inform GORATED of any new intelligence or findings that could impact the success of the Service;

8.2.4. Shall commit to be available for any inquiries made by GORATED and exert reasonable effort to respond expeditiously;

8.2.5. Shall conform to the features and capabilities of the existing version of the ChatGenie Platform;

8.2.6. Shall do such other acts and give assistance and support as may be required, necessary, or proper to enable GORATED to execute their required obligations to the Service.

A. Initial Email - GORATED will send request for feedback/action from the CLIENT and provide a 24-hour response time.

B. Reminder Email - If no response after Initial Email (24-hr period has lapsed), GORATED will send another correspondence requesting for feedback/action from the CLIENT and provide another 24-hours for the CLIENT to respond

C. Final Notice Email - If still no response after the Reminder Email (48-hr period has lapsed), GORATED will send a final request for feedback/action from the client and provide a last and final 24-hour grace period for response

D. If still no response after the Final Notice Email (72-hr period has lapsed) and/or no activity indicating progress from the CLIENT, then GORATED reserves the right to move the CLIENT Onboarding Services from Active Status to Inactive Status.

10.1.1. There is a material or persistent breach (other than delay in payment by CLIENT) by the Defaulting Party of any other term/s of the Agreement, which is/are not remediable, or if it is remediable but has failed to be remedied within forty-five (45) days from the receipt of written notice of the aggrieved party.

10.1.2. Repeated failure to comply with any of the terms, conditions, stipulations and requirements of this Agreements.

10.1.3. The Defaulting Party becomes insolvent or unable to pay its debts as they become due or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection from creditors or the equivalent of such event under the applicable bankruptcy laws;

11.1.1. Throughout the course of rendering the Services, GORATED will comply with Philippine Data Privacy Act of 2012 and all reasonable instructions provided by CLIENT in writing with regard to the processing of Customer and CLIENT Data.

11.1.2. GORATED will keep the Personal Data secure in accordance with CLIENT’s reasonable instructions and Standard Industry Practice. GORATED will keep the Personal Data confidential in accordance with the Confidentiality provisions herein of this Agreement.

11.1.3. GORATED will not use Personal Data for any purposes other than the purposes for which such use is necessary for the performance of the Onboarding Services, unless GORATED has the written authorization of CLIENT to use the Personal Data for another purpose.

11.2.1. “Confidential information” means any non-public, commercially proprietary or sensitive information pertaining to business and technical information, data, and related documentation, in whatever form provided, recorded or unrecorded belonging to, concerning or in the possession or control of (i) a Party or its Affiliates or (ii) a Third Party in respect of which that Party is obliged to keep the information confidential (collectively, the “Disclosing Party”); in each case, which is disclosed or otherwise made available to the other Party (or entities or persons acting on the other Party’s behalf) (the “Receiving Party”) in connection with this Agreement (including information received during negotiations and meetings) that is either marked or identified in writing as confidential, proprietary, secret or with another designation sufficient to give notice of its sensitive nature, or is of a type that a reasonable person would recognize it to be commercially sensitive.

11.2.2. Confidential information does not include any information of the Disclosing Party (other than personal identifying information) that the Receiving Party can demonstrate

11.2.3. Was in the possession of, or was rightfully known by the Receiving party, without an obligation to maintain its confidentiality prior to receipt from the Disclosing Party;

11.2.3. Was in the possession of, or was rightfully known by the Receiving party, without an obligation to maintain its confidentiality prior to receipt from the Disclosing Party;

11.2.4. Was or has become generally available to the public other than as a result of disclosure by the Receiving Party or its agents;

11.2.5. After disclosure to the Receiving party, was received from a third party who, to the Receiving Party’s knowledge, had a lawful right to disclose such information to the Receiving Party without any obligation to restrict its further use or disclosure;

11.2.6. Was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party; or

11.2.7. That the Disclosing Party has disclosed to unaffiliated third parties without similar restrictions.

11.3.1. Each party acknowledges that it may be furnished, receive or otherwise have access to Confidential Information of the other party in connection with this Agreement.

11.3.2. The Receiving Party will keep the Confidential Information of the Disclosing party confidential and secure and will protect it from unauthorized use or disclosure by suing at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information of a similar nature, but in no event less than reasonable care.

11.3.3. The Receiving party may disclose Confidential Information of the Disclosing party to any employee, officer, director, service provider, agent, contractor or representative who has a legitimate need to know the information in question for the purposes of this Agreement and who is bound to the Receiving party to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party. The Receiving party upon written notice to the Disclosing party, may also disclose Confidential Information of the Disclosing Party to the Receiving Party’s regulatory agencies and auditors provided they are made aware of the Receiving party’s obligations of confidentiality with respect to the Disclosing Party’s Confidential Information and execute confidentiality agreements as required by this Agreement.

11.3.4. If any unauthorized disclosure, loss of, or inability to account for any Confidential Information of the Disclosing party occurs, the Receiving Party will promptly notify the Disclosing party and will cooperate with the Disclosing Party and take such actions as may be necessary or reasonably requested by the Disclosing party to minimize the violation and any damage resulting from it and to prevent a recurrence of the violation.

11.3.5. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Disclosing Party in a manner not otherwise permitted by this Agreement, the Receiving Party will provide the Disclosing Party with prompt notice of the request (unless legally precluded from doing so) so that the Disclosing party may seek a protective order or other appropriate remedy. If a protective order or similar order is not obtained by the date by which the Receiving Party must comply with the request, the Receiving Party may furnish that portion of the Confidential Information that it determines it is legally required to furnish.

11.3.6. As requested by the Disclosing Party during the Term, the Receiving Party will return or provide the Disclosing Party a copy of any designated Confidential Information of the Disclosing Party.

11.3.7. When Confidential Information of the Disclosing Party is no longer required for the Receiving Party’s performance under this Agreement, or in any event upon expiration or termination of this Agreement, the Receiving Party will return all materials ay medium that contain, refer to, or relate to Confidential Information of the Disclosing party, or, at the Disclosing party’s election, destroy them in the presence of the latter’s representative.

11.3.8. At the Disclosing Party’s request, the Receiving Party will certify in writing that it has returned or destroyed all copies of the Disclosing Party’s Confidential Information in the possession or control of the Receiving Party or any of its Affiliates or subcontractors.