General Terms & Conditions Agreement

prepared by

for the use of the

iCLYPS video distribution system

Agreement General Terms & Conditions Agreement

TABLE OF CONTENT Page PREAMBLE GENERAL DEFINITIONS Article 1 Article 2 Article 3 Article 4 Article 5 Article 6 Article 7 Article 8 Article 9 Article 10 Article 11 Article 12 Article 13 Article 14 Article 15 Article 16 Article 17 Article 18 Article 19 PREAMBLE iCLYPS B.V. has developed a video clip messaging system that uses internet and mobile networks to distribute video clips to specified individual mobile devices. The basic principle of the system is the distribution of short video clips with an average length of 60 seconds and under special circumstances and conditions that may go up to 90 seconds. The ICLYPS video distribution system is capable of handling multi CHANNELS per VIEWER. The ability of ICLYPS to distribute video clips is based on the video and mobile internet capabilities of individual mobile devices as well as the mobile device with the mobile service provider and related device settings of the individual mobile device user to allow internet access on such individual mobile device. 3 4 5 7 8 10 11 12 13 14 15 16 17 18 19 20 21 23 24 26 28 29

Services Technical Support Licensing & SubAGREEMENTing Mobile Device Network Documentation & AGREEMENTs Authorized Representative Acceptance of Services Commercial Terms and Conditions Taxes, Duties and Custom Fees Warranty Liability Insurance Video Clip Content & Standards Video Clip Distribution and Channels Notices and Addresses Non Disclosure Duration and Termination Governing Law Miscellaneous

Agreement General Terms & Conditions Agreement

GENERAL This General Term & Conditions, hereinafter called GTCA, is conceived and issued by iCLYPS B.V., hereinafter called ICLYPS, with its offices located at Marineweg 1, 2241 TX Wassenaar, The Netherlands. iCLYPS B.V. and all of its subsidiaries hereinafter will be called ICLYPS. When required in this GTCA the specific name of the holding company or one of its subsidiaries will be mentioned specifically. The ICLYPS video distribution system can be made available to CHANNEL USERS by means of a CHANNEL USER AGREEMENT either between the CHANNEL USER and a Valued Added Reseller (VAR) of ICLYPS or between the CHANNEL USER and ICLYPS directly. This GTCA is the legal and binding document for ICLYPS and for all the VARs and for all the CHANNEL USERS of ICLYPS that are using the ICLYPS video distribution system. This GTCA is entered into and effective as of the date of signature of the CHANNEL USER AGREEMENT by and between the duly authorized officers of the CHANNEL USER and ICLYPS or by and between the duly authorized officers of the CHANNEL USER and the VAR of ICLYPS. If none of the above mentioned agreements are signed and the Channel User or VAR uses the ICLYPS Video distribution system (i.e. demonstration channels) the terms and conditions as described in this GTCA will be in effect. CHANNEL USE, VAR and ICLYPS may also be referred to as PARTY or PARTIES, as in the context may be required.

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DEFINITIONS Within the scope of this GTCA, unless otherwise individually stipulated, the following definitions shall apply: 1. CHANNEL means a specific band width used by the server(s) of iCLYPS to distribute the video clips of the CHANNEL USER.

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CHANNEL USER means the organisation that is granted the use of a CHANNEL from ICLYPS to distribute CHANNEL USER video clips.

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CHANNEL USER AGREEMENT means the AGREEMENT between the CHANNEL USER and ICLYPS or between the CHANNEL USER and a VALUE ADDED RESELLER, hereinafter also called CUA, and specifying the SERVICES to be accomplished by ICLYPS and/or VAR for a specified CHANNEL USER and shall include but shall not be limited to: Workscope Channel - Registration Terms and Conditions, including prices Invoicing details Document of Acceptance etc. CHANNEL USER VIEWER AGREEMENT means the AGREEMENT between the CHANNEL USER and the VIEWER (i.e. the end-consumer with a unique mobile device identification), hereinafter also called CVA. VAR means VALUE ADDED RESELLER, i.e. a natural or legal entity having a VAR AGREEMENT with ICLYPS, that is assisting and bringing the ICLYPS video distribution system to the market.

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VARA or VAR Means the VALUE ADDED RESELLER AGREEMENT between ICLYPS and the VALUE ADDED RESELLER VIDEO CLIP and/or CLIP means an uninterrupted broadcast of pictures of an agreed time length. VIEWER means the end-consumer, i.e. a uniquely identified mobile device, receiving the CHANNEL USER video clips. Any (technical) expression(s) used in this GTCA and not defined herein shall, where the context so admits, have the meaning as generally used in the Information Technology Market and/or the Communication Market.

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Article 1 1.1 1.2 SERVICES

CHANNEL USER agrees to use the ICLYPS video distribution system. ICLYPS - subject to the availability and capacity of the mobile network - shall perform the distribution of the video clips as uploaded by CHANNEL USER. All SERVICES delivered by ICLYPS shall be performed in accordance with the articles as agreed upon in this GTCA and the corresponding CHANNEL USER AGREEMENTS and VARs. All SERVICES delivered by ICLYPS will be carried out in compliance with the current standards as applicable in the Information Technology market and will be inspected in accordance with ICLYPS own quality assurance system as well as upon request by CHANNEL USER and agreed upon by ICLYPS. All SERVICES delivered by ICLYPS will be carried out within the legal boundaries as defined by national and international laws. If and when required by VAR and/or CHANNEL USER, ICLYPS can provide additional technical-, application- and/or implementation support in the following areas at the risk and expense of CHANNEL USER: integration of the ICLYPS video distribution system into the website of a VAR and/or CHANNEL USER setup and implementation of billing/invoicing functions automated registration of mobile device subscribers setup and implementation of premium SMS handling per country implementation of payment systems development of concepts & formats as well as production and editing of video clips automated video clip distribution scheduling training on the use of the ICLYPS video distribution system other related professional services

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Article 2 2.1 TECHNICAL SUPPORT

The technical support of ICLYPS video distribution system consists of maintenance and development of both the hardware and software of the core system including: the backend environment, which enables broadcasting and controlling the actual distribution of video clips to uniquely identified mobile devices; the download environment (controlling the download of applications to the mobile devices); the client application on the mobile device the Channel selector on the client as well as the Channel selector backend application the Channel Manager back office application (controlling the actual broadcast schedules) The ICLYPS infrastructure and related technology platform is operational 24 hours per day/7 days per week. The standard service level of the ICLYPS platform is 95% availability. This does not include the availability of mobile networks, mobile devices, internet and/or other technical facilities that are required to enable iCLYPS broadcasts. The daily support on both the infrastructure and the technology platform is provided during 5 working days per week (Mon Fri) and 10 hours per day (08.00 18.00 CET) exclusively conducted at the hosting centre of ICLYPS. If and when operational assistance is additionally required from ICLYPS to support the infrastructure and the technology platform by a VAR or a CHANNEL USER outside regular office hours as described in article 2.3, the cost for this additional support will be charged to the requesting PARTY. Technical support will only be provided to the infrastructure and technology platform that has been developed by ICLYPS and are under control by ICLYPS. ICLYPS will provide functional support to the VAR or the CHANNEL USER to assure the correct functioning and the correct utilization of the infrastructure and technical platform developed, provided and controlled by ICLYPS. This functional support by ICLYPS includes both VAR or CHANNEL USER coaching and explaining features and functions as well as the recovery of possible failures, when the functioning of the ICLYPS video clips distribution system differs from the expectation of VARs, CHANNEL USERS and VIEWERS. This functional support by ICLYPS is primarily done through the use of a FAQ questionnaire published on the website of ICLYPS (www.iCLYPS.com).

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2.10 In case of malfunctioning of the ICLYPS video distribution system, ICLYPS will do its utmost to correct this malfunctioning as quickly as possible, trying to avoid any possible disturbance to the CHANNEL USER and VIEWERS. 2.11 From time to time ICLYPS will update the ICLYPS video distribution system and/or install new releases of the ICLYPS video distribution system whereby these updates shall be deployed preferably in an automated manner and with the least possible disturbance for CHANNEL USERS and VIEWERS. 2.12 ICLYPS will inform the authorized representatives of the PARTIES of major updates and/or new releases of the ICLYPS video distribution system as they occur. 2.13 ICLYPS will closely monitor the capacity of the hardware and software of the ICLYPS video distribution system and will take timely and appropriate action to scale the size and capacity of the total system as required by the total number of VIEWERS worldwide.

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Article 3 3.1 SUBAGREEMENT AGREEMENTING LICENSING & SUBAGREEMENTING - THIRD PARTY SERVICES

Each VAR that is licensed by ICLYPS through an appropriate VAR AGREEMENT is thereby authorized to enter into CHANNEL USER AGREEMENTS on behalf of ICLYPS and is consequently authorized to rent CHANNELS of the ICLYPS video distribution system to third parties. ICLYPS at its discretion may assign certain parts of the SERVICES to other qualified organizations that have the appropriate technology base and comply with ICLYPS's quality assurance regulations in order to perform these SERVICES. Nevertheless ICLYPS shall remain responsible in accordance with the terms of this GTCA.

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Article 4 4.1 MOBILE DEVICE NETWORK

ICLYPS will use available mobile device networks for distribution of video clips as uploaded by the CHANNEL USER into the ICLYPS server(s) to the identified VIEWERS. In case of (temporary) non-availability of any of the mobile service provider networks, ICLYPS will do its utmost to distribute the required clips to the identified VIEWERS as quickly as possible after the non-availability of the network(s) no longer exists. In case of a (temporary) non-availability / malfunctioning of the VIEWERs mobile device, ICLYPS will do its utmost to distribute the required clips to the VIEWER as quickly as possible after the non-availability / mal-functioning of the VIEWERs mobile device no longer exists.

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Article 5 5.1 AGREEMENTS DOCUMENTATION & AGREEMENTS

All technical and operational documentation necessary to perform the SERVICES will be presented to the VAR and the CHANNEL USER solely in the English language. This GTCA, the VAR AGREEMENTS as well as the CHANNEL USER AGREEMENTS will be presented in the English language irrespectively of the nationality of the VAR and/or the CHANNEL USER. If applicable, signed copies of: the VAR AGREEMENTS between ICLYPS and VARs, the CHANNEL USER AGREEMENTS between ICLYPS and CHANNEL USERS, the CHANNEL USER AGREEMENTS between VARs and CHANNEL USERS and the CHANNEL VIEWER AGREEMENTS between CHANNEL USERS and VIEWERS shall be sent to iCLYPS B.V. Any changes in the content of CHANNEL USER AGREEMENTS and CHANNEL VIEWER AGREEMENTS shall be made available and sent to iCLYPS B.V.

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Article 6 6.1 AUTHORIZED REPRESENTATIVE

CHANNEL USER shall appoint at least one and not more than three (3) authorized representatives for the acceptance and use of the ICLYPS video clip distribution system and the SERVICES defined according to this GTCA. The authorized representative of CHANNEL USER shall be entitled to inspect the performance of the SERVICES, provided that such inspection will not unreasonably interfere with ICLYPS' activities. If a CHANNEL USER requires ICLYPS to execute a performance test, ICLYPS will charge the costs of this test to the CHANNEL USER. The authorized representative of CHANNEL USER will be ICLYPS' contact in all matters concerning the performance of the SERVICES. Such representative shall be fully authorized by CHANNEL USER to decide on issues as stipulated in par. 6.5 and on all matters brought forward to him by ICLYPS. In the event such decision is required, the authorized representative of CHANNEL USER shall promptly take the decision in order to not delay the progress and performance of ICLYPS video distribution system. Any additional requests by CHANNEL USER affecting the agreed scope of SERVICES may require additional time and costs to fulfil any request of CHANNEL USER. As a result CHANNEL USER shall accept all costs charged for by ICLYPS to fulfil these requests. The CHANNEL USER representative shall follow all rules and regulations of ICLYPS that are also applicable to ICLYPS employees at ICLYPS premises and for using ICLYPS systems. ICLYPS may assign authorized persons and/or organizations (i.e. VARs), who then shall be the official and legal contact for the authorized representative of CHANNEL USER in all matters concerning the SERVICES and related contractual matters.

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Article 7 7.1 ACCEPTANCE OF SERVICES

All SERVICES performed by ICLYPS may be subject of investigation by CHANNEL USER. Any investigation by CHANNEL USER or other party is limited to systems logic and performance. Under no circumstances ICLYPS will allow investigation of the source code of ICLYPS video distribution core systems by CHANNEL USER or any other party. After investigation by CHANNEL USER, ICLYPS shall be provided with a signed document representing the detailed results of this investigation as per the attachment to the respective CUA, signed by the authorized representative of CHANNEL USER. ICLYPS' SERVICES shall be deemed investigated and accepted if an authorized representative of CHANNEL USER is not available to perform any investigation. CHANNEL USER may request a technical investigation to determine the proper operating conditions and functioning of the ICLYPS video distribution system. Such technical investigation shall be performed by ICLYPS in the presence of the authorized CHANNEL USER representative. Such investigations are at the expense of the CHANNEL USER. Malfunctioning and identified discrepancies caused by craftmanship will be rectified by ICLYPS as per Article 10. ICLYPS' incorrect

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Article 8 8.1 COMMERCIAL TERMS AND CONDITIONS

In addition to the paragraphs in this article all other applicable commercial terms will be specified in VARAs, CUAs and CVAs. If for any reason beyond ICLYPS' control, conduction of SERVICES is delayed or partially prevented; ICLYPS shall be entitled to invoice an adequate and reasonable amount for SERVICES already rendered by ICLYPS and/or its subcontractors. If VAR and/or CHANNEL USER are in breach of any payment obligations, ICLYPS may postpone and/or suspend the fulfilment of its own obligations under this GTCA until such payment is made. VAR and/or CHANNEL USER are not entitled to offset for claims against ICLYPS or to exercise a right of retention unless such rights are acknowledged by ICLYPS. Title of all SERVICES supplied by ICLYPS under this GTCA will remain with ICLYPS until complete payment of all amounts due has been effected. Prices agreed and estimates reasonably made by ICLYPS in respect of SERVICES performed hereunder shall become due and payable immediately after the completion of the SERVICES. ICLYPS will send invoices to VAR and/or CHANNEL USER on monthly intervals that are due within 15 days after the invoice date.

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Article 9 9.1 TAXES, DUTIES AND CUSTOM FEES

VAR and/or CHANNEL USER shall bear all taxes, duties and/or equivalent charges whatsoever, which may be levied in connection with this GTCA however not income tax or equivalent charges levied against ICLYPS by any relevant national tax authority as result of this GTCA.

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Article 10 WARRANTY

10.1 ICLYPS warrants that all SERVICES performed by ICLYPS will be in accordance with the standards that are customary within the Information Technology industry. 10.2 Warranty is expressly limited to the correction of defects due to incorrect craftsmanship having become apparent within the warranty period as defined in Article 10.3 and ICLYPS' obligation hereunder shall be limited to the correction either by repair or, at ICLYPS' sole discretion, by the replacement of the defective system by a system having utility equal to the system replaced, if such system would not have been defective. 10.3 In order to preserve the warranty rights of CHANNEL USER, warranty claims shall be brought to ICLYPS' attention in writing by registered mail and/or email by the authorized CHANNEL USER representative within 3 working days after detection of the applicable defect. Upon receipt of such claim, if and when accepted by ICLYPS, the PARTIES shall mutually agree on ways and means to rectify the defect. 10.4 VAR and/or CHANNEL USER video clips and non-availability of mobile service networks are explicitly excluded from any warranty claims. 10.5 Warranty claims shall be excluded if the ICLYPS video clips distribution system has not been operated by VAR and/or CHANNEL USER in accordance with ICLYPS system operating regulations. 10.6 The warranty for SERVICES subcontracted to third parties, including systems made available by suppliers or vendors, is limited to ICLYPS' warranty rights obtained from subcontractors, suppliers or vendors. 10.7 If the rectification of a defect is neither economically nor technically feasible, ICLYPS' warranty shall be limited to the replacement value of such defective system.

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Article 11 LIABILITY

11.1 ICLYPS, its shareholders, directors, employees, servants, agents, subcontractors (the "Indemnities") shall not be liable for any breach of intellectual property or creative property rights by VAR and/or CHANNEL USER, any damage to, or loss of property including a complete system breakdown or any other damage directly or indirectly caused and/or sustained by VAR and/or CHANNEL USER, its shareholders, directors, employees, servants and subcontractors or third parties due to, or in connection with, or in consequence of, the performance or nonperformance of SERVICES under this GTCA unless caused by wilful misconduct or gross negligence on the part of the Indemnities. 11.2 Except as specifically provided for in this GTCA or any VARA or CUA hereto, the Indemnities shall not be liable for any consequential damage including but not limited to loss of profit or loss of revenue. To the extent the liability of the Indemnities is excluded hereunder VAR and/or CHANNEL USER shall indemnify, defend and hold harmless the Indemnities from any and all such claims including cost and expenses incident hereto.

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Article 12 INSURANCE

12.1 During the operation of the ICLYPS video distribution system, ICLYPS shall effect and maintain or have effected and maintained insurances with following coverage and provisions: 12.1.2 A ICLYPS Legal Liability insurance.

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Article 13 VIDEO CLIP CONTENT & STANDARDS

13.1 The VAR and the CHANNEL USER will assure that no video clips or any parts thereof will be used that are legally not permitted, protected by any intellectual property rights and/or creative property rights in the distribution of CHANNEL USER video clips. 13.2 Any breach of such property rights in the video clip content uploaded by VAR and/or CHANNEL USER for distribution through the ICLYPS video distribution system, is at the risk and expense of VAR and/or CHANNEL USER. 13.5 The VAR and/or the CHANNEL USER trying to distribute legally prohibited video clips or clips that are mentioned in article 13.1 will receive a formal first and last written warning from ICLYPS either by mail or by email to refrain from distributing such video clips. 13.6 When a VAR and/or a CHANNEL USER, after the formal written warning, does not comply with the law, then the respective CHANNEL(S) of that VAR and/or CHANNEL USER will be closed down by ICLYPS immediately after the discovery of the second offense. 13.7 All costs incurred by the VAR and/or CHANNEL USER to prevent and to correct the distribution of video clips as described in the previous articles will be charged to the VAR and/or CHANNEL USER by ICLYPS.

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Article 14 VIDEO CLIP DISTRIBUTION and CHANNELS

14.1 VAR and/or CHANNEL USER video clips required for the SERVICES shall be provided by VAR and/or CHANNEL USER unless expressly otherwise agreed in the VARA and/or the CUA. 14.2 All video clips required for the SERVICES shall be uploaded into the ICLYPS server by VAR and/or CHANNEL USER at its own risk and expense and at no charge to ICLYPS. 14.3 All VAR and/or CHANNEL USER video clips from any respective are obliged to meet legal requirements. 14.4 VAR and/or CHANNEL USER video clips shall be identified as property of VAR and/or CHANNEL USER and shall be used solely in the performance of SERVICES pursuant to this GTCA and the VARA and/or CUA. 14.5 If instructed accordingly, ICLYPS shall return to VAR and/or CHANNEL USER all appurtenant VAR and/or CHANNEL USER video clips at the expense and risk of VAR and/or CHANNEL USER. 14.6 If VAR and/or CHANNEL USER fails to instruct ICLYPS to return VAR and/or CHANNEL USER video clips, ICLYPS may dispose such video clips at its sole discretion and at VARs and/or CHANNEL USER`s expenses after 30 days following the completion of SERVICES under the respective VARA and/or CUA. 14.7 ICLYPS shall be entitled to charge VAR and/or CHANNEL USER for the storage of VAR and/or CHANNEL USER video clips subsequent to re-delivery of the video clips to VAR and/or CHANNEL USER. 14.8 Any legal consequences and all arising expenses for ICLYPS from such breach of property by VAR and/or CHANNEL USER will be charged to VAR and/or CHANNEL USER. 14.9 ICLYPS shall do its utmost to protect the privacy of the CHANNELS by state-ofthe-art software and technologies to prevent any breach of the exclusive use of the CHANNELS by VAR and/or CHANNEL USER by any unauthorized third party. 14.10 Each CHANNEL reserved for a specific VAR and/or CHANNEL USER shall not be made available or addressable to any other third party.

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14.11 When CHANNEL(S) rented to a VAR and/or CHANNEL USER have not been used for a continuously period of six (6) months, ICLYPS will notify VAR and/or CHANNEL USER by email whereby VAR and/or CHANNEL USER are obliged to reply within ten (10) working days. 14.12 When such reply is not giving by VAR and/or CHANNEL USER, ICLYPS shall close down the specified CHANNEL(S) of VAR and/or CHANNEL USER. 14.13 The technology of the ICLYPS video distribution system is capable of handling multiple CHANNELS per VIEWER.

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Article 15 NOTICES AND ADDRESSES

15.1 All notices and inquiries shall be in writing, either via normal mail service or registered mail, email or telefax. The date of receipt by the recipient shall be considered the effective date of such notice or inquiry, regardless of the date of such notice or inquiry. 15.2 All notices and inquiries shall be addressed to ICLYPS as follows: iCLYPS B.V. Marineweg 1 2241 TX Wassenaar The Netherlands Attn.: Email: Executive Officer info@iCLYPS.com

15.3 All notices and inquiries to be addressed to VAR and/or CHANNEL USER are specified in the respective VARA and/or CUA. 15.4 Written notices or inquiries, relative to SERVICES, presented to VAR or CHANNEL USER's authorized representative shall be deemed received by VAR or CHANNEL USER.

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Article 16 NONNON- DISCLOSURE

16.1 All exchange of information between PARTIES especially but not limited to prices, conceptual, technical, financial, contractual and marketing information, ideas disclosed by one PARTY and all other information disclosed whether or not for the preparation of the collaboration between PARTIES, shall be treated as strictly confidential by both PARTIES. 16.2 In respect of all information supplied by one PARTY to the other or acquired by either PARTY directly or indirectly from the other, each PARTY undertakes: not to disclose the information to any third party without the written permission of the other PARTY except only to the extent necessary to those to whom such disclosure is reasonably necessary for the performance of SERVICES; not to use the information for any purpose other than performing the SERVICES unless previously authorized in writing by the other PARTY; not to copy the information except as may be reasonable necessary for the purposes specified above; to return to the appropriate PARTY on demand all information which have been supplied by the other PARTY in the form of written material including all copies, provided such information is no longer required for the performance of SERVICES.

16.3 ICLYPS will warrant the privacy of the details of the VIEWERS and will not disclose any details concerning the VIEWERS to any third party except the CHANNEL USER unless forced by a legal and justified court order to disclose such details. 16.4 The PARTIES shall be responsible for the observance of the provisions of par. 16.1 and 16.2 above by its employees. 16.5 Par. 16.1 above will not apply to any information which: is or becomes generally known in the information technology industry, or was in the PARTY's possession by virtue of being recorded in its files, or has been in the PARTY's use prior to the receipt or acquisition from the other party.

16.6 In case of breach of the stipulations in articles 16.1, 16.2, 16.3 and 16.4 the breaching PARTY shall pay damages to the other PARTY equal to twenty five thousand Euros ( 25.000,-) for each breach by the breaching PARTY. 16.7 For any day that the breach continues the breaching PARTY shall pay damages equal to an amount of five thousand Euros ( 5.000,-) per day.

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16.8 The obligations imposed on both PARTIES by this Article 16 will survive the expiration or termination of this GTCA and will remain in force until such time as and to the extent that the information referred to in this clause is or becomes generally known in the information technology industry otherwise than by a breach of this GTCA.

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Article 17 DURATION AND TERMINATION

17.1 This GTCA shall become effective on the date of signature of the respective VARA and/or CUA by duly authorized officers of the PARTIES and shall remain valid and continue for a period of one (1) year provided that no notice of termination has been received by either PARTY. If none of the above mentioned agreements are signed and the Channel User or VAR uses the ICLYPS Video distribution system (i.e. demonstration channels) the terms and conditions as described in this GTCA will be in effect.

17.2 Either PARTY may terminate the VARA and/or the CUA by providing a written notice to the other PARTY to that effect at least ninety (90) days prior to the end of the running month. 17.3 If either PARTY commits a breach of its obligations under this GTCA, the VARA and/or the CUA the other PARTY shall notify the PARTY in breach by mail, email or fax requesting remedy of the breach. 17.4 The PARTY in breach shall remedy such breach within thirty (30) days following the notification by the other PARTY to remedy the breach. 17.5 If the PARTY in breach fails to comply to remedy the breach, the other PARTY shall be entitled to terminate the GTCA, the VARA and/or CUA with immediate effect. 17.6 Any SERVICES provided under a VARA and/or CUA prior to the date when the termination of the VARA and/or the CUA becomes effective shall continue to be subject to all terms and conditions contained in this GTCA, irrespective of the termination. 17.7 If either VAR and/or CHANNEL USER or ICLYPS ceases to do its business, or is insolvent, or generally does not pay its debts, or admits in writing its inability to pay its debts, or is subject to any petition of bankruptcy or the appointment of a receiver, administrator, sequestrate or similar officer to liquidate or conserve its business or any substantial part of its assets the other PARTY shall have the right, without prejudice to its other rights and remedies: to terminate this GTCA and/or any CUA by written notice and to stop to deliver and/or to receive any SERVICES already delivered and to refuse to provide further SERVICES. than all SERVICES under this GTCA, the VARA and/or the CUA shall be terminated with immediate effect.
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17.8 The rights and obligations of the PARTIES in the following clauses of this GTCA shall survive any termination or expiration of the VARA and/or the CUA: Article Article Article Article Article Article Article 3 8 9 10 11 16 18 (Licensing & Subcontracting) (Commercial Terms and Conditions) (Taxes, Duties and Custom Fees) (Warranty) (Liability) (Non-Disclosure) (Governing Law)

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Article 18 GOVERNING LAW

18.1 This GTCA and any VARA and/or any CUA under this GTCA shall be governed by the laws of the Royal Kingdom of The Netherlands or as otherwise agreed by the PARTIES in the VARA and/or CUA. 18.2 The PARTIES shall use their best efforts to settle any dispute that may occur between them by way of direct negotiations. 18.3 Should no resolution be reached by direct negotiations, disputes shall be settled by the courts as agreed upon in this GTCA or as otherwise agreed in the VARA and/or CUA. 18.4 In case the laws of the Royal Kingdom of The Netherlands prevail than the place of jurisdiction shall be Amsterdam, The Netherlands.

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Article 19 MISCELLANEOUS

19.1 The invalidity in whole or in part of any provision of this GTCA shall not void or affect the validity of any other provision. 19.2 The PARTIES agree to replace any invalid provision by one that is most similar to it with regard to legal and commercial aspects. The same shall apply to any provision in any VARA and/or any CUA. 19.3 This GTCA is to be considered as integral part of the VARA(s) and/or the CUA(s) and any Supplemental s and/or Appendices. 19.4 The headings to paragraphs and the index of this GTCA are inserted for convenience only and will not be deemed as part of this GTCA or affect the construction or interpretation of the provisions of this GTCA. 19.5 The terms and conditions of this GTCA shall supersede all representations, s, statements and understandings made prior to the date of this GTCA relating to the same subject matter given orally or in writing. 19.6 Changes, additions and amendments to the terms and conditions of this GTCA including this sub-par. 19.6 and the VARA and/or the CUA shall only be valid if executed by the PARTIES in writing. 19.7 It shall be the obligation of each PARTY to exercise due diligence to discover and bring to the attention of the other PARTY at the earliest possible time any ambiguities, discrepancies, inconsistencies or conflicts herein or in or between any documents attached hereto or incorporated by reference herein. 19.8 Ambiguities, inconsistencies or conflicts will not be strictly construed against the drafter of the GTCA language; rather, they shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the PARTIES at the time of contracting. 19.9 In the event that there is any conflict or any inconsistency between the provisions of this GTCA and the VARA and/or the CUA hereto, the provisions of this GTCA shall prevail. 19.10 VAR and/or CHANNEL USER shall not be entitled to assign their rights to any third party without prior written consent of ICLYPS whereby ICLYPS shall not unreasonably withhold such consent. 19.11 The respective VAR and/or CHANNEL USER shall be named in the respective VARA and/or the CUA.

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19.12 The respective VAR as the process agent of ICLYPS shall be named in the respective CUA. 19.13 ICLYPS and CHANNEL USER agree that a failure by a process agent to notify CHANNEL USER shall not invalidate the proceedings concerned. 19.14 From time to time ICLYPS will update this GTCA respective to the developments in the market place and will notify VAR and/or CHANNEL USER of such updated version of this GTCA. 19.15 The latest version of this GTCA will be available on the website of ICLYPS (www.iCLYPS.com).

IN WITNESS THEREOF, all PARTIES, by the signature of the VARA and/or the CUA CUA by their duly authorized officers, hereto agree to execute this GTCA.

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