false
0001437491
0001437491
2024-07-15
2024-07-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): July
15, 2024
RISKON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
001-40701 |
|
30-0680177 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
11411 Southern Highlands Pkwy., Suite 240, Las
Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
(800) 762-7293
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act: None
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 12, 2024 (the “Execution Date”),
RiskOn International, Inc., a Nevada corporation (the “Company”) entered into (i) a Master Services Agreement (the
“MSA”), (ii) a Statement of Work #1 to the MSA (the “MSA SOW”), (iii) a Development Agreement (the
“DA”), (iv) a Statement of Work #1 to the DA (the “DA SOW” and collectively with the MSA, the MSA
SOW and the DA, the “Transaction Documents”), and (v) a letter agreement (the “Side Letter”) with
MeetKai, Inc. (“MeetKai”). The MSA and MSA SOW supersede, in their entirety, the Master Services Agreement and Statement
of Work #1 to the Master Services Agreement entered into between the Company and MeetKai, dated February 21, 2024, which prior agreements,
pursuant to their terms, never became effective and were terminated simultaneously with the execution of the Transaction Documents.
MSA and MSA SOW
Pursuant to the MSA and the MSA SOW, MeetKai grants
the Company a right (the “License”) to use, sub-license and/or resell MeetKai’s generative artificial intelligence
platform (the “Platform”). The License will be perpetual (the “MSA Term”) and the Company will have
the (i) right (which shall be exclusive during the first two years of the MSA Term, and non-exclusive thereafter) to use, sub-license
and/or resell the Platform on a “white-labeled self-service basis” to the Company’s end customer (the “End
User”), provided that such end customers are headquartered within the territory of North America (the “Territory”)
and (ii) non-exclusive right to use, sub-license and/or resell the Platform to an End User outside the Territory. Either party will have
the right to terminate the License (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice
or (B) at any time if the other party materially breaches the MSA SOW and fails to cure such breach within agreed upon cure periods. In
addition, the Company will have the right to terminate the License at any time beginning 20 months after the Execution Date, for any or
no reason, upon 60 days prior written notice.
The licensing fee (the “Licensing Fee”)
for the License during the MSA Term will be payable as follows: (i) $666,667 within five (5) days of the Execution Date; (ii) $666,667
on the 15th day of each month, starting in August 2024 through December 2024; and (iii) $333,334 on the 15th day
of each month, starting in January 2025 through the end of the MSA Term. In addition, the Company has agreed to pay MeetKai a royalty
(the “Royalty”) of ten percent (10%) of all Net Income (as defined in the MSA SOW) after the Company’s askROI
platform has achieved a cumulative revenue threshold of $4 million. Further, the Company shall reimburse MeetKai 100% of its Operational
Costs (as defined in the MSA SOW) for maintaining the front-end and back-end of the Platform under the MSA.
DA and DA SOW
Pursuant to the DA and the DA SOW, MeetKai will
design and develop a website for the Company to be used by the End Users, which will integrate an artificial intelligence knowledge base
chat and virtual assistant platform incorporating the use of the Platform (the “Interface”). Either party will have
the right to terminate the DA SOW (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice
or (B) at any time if the other party materially breaches the DA SOW and fails to cure such breach within agreed upon cure periods. In
addition, the Company will have the right to terminate the DA SIW at any time beginning 20 months after the Execution Date, for any or
no reason, upon 60 days prior written notice.
The development fee (the “Development
Fee”) for the Interface during the Term will be payable as follows: (i) $166,667 within five (5) days of the Execution Date;
(ii) $166,667 on the 15th day of each month, starting in August 2024 through December 2024; and (iii) $83,333 on the 15th
day of each month, starting in January 2025 through the end of the term.
Side Letter
Pursuant to the Side Letter, the Company and MeetKai
agreed to supplement and modify the Transaction Documents as follows:
| 1) | Until such time as the Company achieves Financial Stability (as defined in the Side Letter), in no event
shall the Company be responsible to paying MeetKai more than an aggregate of $500,000 (the “Monthly Minimum”) in any
calendar month for all fees, costs and expenses under the Transaction Documents (the “Fees and Expenses”); |
| 2) | All Fees and Expenses due under the Transaction Documents that are in excess of the Monthly Minimum (the
“Accrued Fees and Expenses”) shall accrue (without penalty or interest) and not be payable until such time as the Company
achieves Financial Stability. Once the Company determines that it has achieved Financial Stability, then the Company shall pay to MeetKai
all the Accrued Fees and Expenses in twelve (12), equal monthly payments; |
| 3) | So long as the Company is making the Monthly Minimum payment, MeetKai shall not have the right to (i)
terminate any of the Transaction Documents for failure to pay any Fees and Expenses or (ii) stop or slow down on providing services under
the Transaction Documents. The Company shall have sixty (60) days to cure any breach of the failure to pay any Fees and Expenses; and |
| 4) | In the event that the Company is unable to raise $10 million of gross proceeds from raising capital (equity,
debt or a combination thereof) within four (4) months from the Execution Date, then the Company and MeetKai shall use good faith efforts
to renegotiate the terms, conditions, scope and Fees and Expenses of the Transaction Documents. In the event that the parties, having
used good faith efforts to reach agreement on revised terms, conditions, scope and Fees and Expenses of the Transaction Documents, fail
to reach such agreement within 45 days of the start of such renegotiation period, then either party shall have the right, upon written
notice to the other party, to terminate one or more of the Transaction Documents that were not renegotiated, with immediate effect. |
The foregoing descriptions of the MSA, the MSA
SOW, the DA, the DA SOW and the Side Letter and the transactions contemplated thereby do not purport to be complete and are qualified
in their entirety by reference to the MSA, the MSA SOW, the DA, the DA SOW and the Side Letter filed as Exhibits 10.1, Exhibit
10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, hereto to this Current
Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. |
|
Description |
|
|
|
10.1 |
|
Form of Master Services Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc. |
10.2 |
|
Form of Statement of Work #1 to the Master Services Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc. |
10.3 |
|
Form of Development Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc. |
10.4 |
|
Form of Statement of Work #1 to the Development Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc. |
10.5 |
|
Form of Letter Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc. |
101 |
|
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
|
|
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
RISKON INTERNATIONAL, INC. |
|
|
|
|
Dated: July 15, 2024 |
/s/ Joseph M. Spaziano
Joseph M. Spaziano
Chief Executive Officer |
-4-
Exhibit 10.1
MeetKai, Inc.
Master Services Agreement
This Master Services Agreement (“Agreement”) is entered
into as of July 12, 2024 (“Effective Date”), by and between MeetKai, Inc. (“MeetKai”), and RiskOn
International, Inc. (“Customer”). For clarity, this Agreement supersedes, in its entirety, the prior Master Services
Agreement executed by the parties on February 21, 2024 (and which prior agreement, which pursuant to its terms, never became effective,
will terminate simultaneously with the execution of this Agreement), and all prior agreements and understandings between the Executive
and the Company, oral or written with respect to its subject matter.
1.1 Provision
of Services. MeetKai agrees to use commercially reasonable efforts to provide the hosted platform (“Platform”)
for use of the Website, as well as the End Users (as hereinafter defined) of the Website, and related services set forth in one or more
statements of work (each an “SOW”) agreed to by the parties in writing (collectively, “Services”).
The Services will be provided in accordance with the specifications set forth in the SOW or otherwise agree to by the parties in writing
(“Specifications”). Exhibit A attached hereto is the first SOW. In the event a SOW conflicts with this Agreement,
then the terms of such SOW shall control. The “Website” means the marketing website located at www.askroi.com and
the typescript full stack application known internally as “AskROI” that enables Customer to sell software as a service. To
the extent the Website is hosted and maintained by MeetKai, MeetKai will use diligent efforts to ensure it is available and function
in all material respects on a 24/7 basis (subject to reasonable downtime for maintenance as agreed upon in advance with Customer, as
well as matters/causes beyond MeetKai’s reasonable control.
1.2 Support.
The Services will be provided in accordance the service levels and support terms, to be set forth in the SOW.
1.3 Restrictions.
Customer shall not (and shall not allow any third party to): (a) use the Services to help develop any competing technology, (b)
reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to any of any part of the Service (provided
that, the foregoing restriction on reverse engineering will not apply to the extent prohibited by applicable law - and then only
upon advance notice to MeetKai, in which case MeetKai may terminate this Agreement on written notice), or (c) modify or create
derivatives of the Services.
Customer will ensure that neither
Customer nor any Customer Applications upload to, or transmit through, the Platform any virus, malware, or infringing or illegal content.
MeetKai acknowledges that this prohibition applies on to Customer and its conduct and that Customer is not responsible for the actions
of End Users (as hereinafter defined).
Customer will use the Services
in, compliance with all applicable laws, regulations and rights, including but not limited to those related to privacy, intellectual property,
consumer and child protection, SPAM, text messaging, obscenity or defamation (including the
Telephone Consumer Protection Act of 1991 and any amendments or supplements and the Controlling the Assault of Non-Solicited Pornography
and Marketing Act of 2003 and any amendments or supplements thereto, the Health Insurance Portability and Accountability Act of 1996,
as amended by the Health Information Technology for Economic and Clinical Health Act and any rules or regulations promulgated thereunder,
the California Consumer Privacy Act and the General Data Protection Regulation and in each case any rules or regulations promulgated thereunder)
and other applicable industry standards (including the Payment Card Industry
Data Security Standard).
Customer may, through the Services
or use of the Services, send a variety of messages, communications, and other information to platform end users (“End Users”)
who have elected to receive communications or who have provided their contact information. MeetKai is not involved in, and shall bear
no responsibility for, any communications except for providing the Services that facilitate the creation and delivery of such communications.
Without limiting the foregoing, Customer is wholly responsible for such communications, including without limitation, for (i) the content
thereof, (ii) obtaining End User consents to receive such messages and (iii) honoring any End User privacy choices and terms with respect
to such communications.
For clarity, Customer is fully
responsible for ensuring that the End Users agree to a customer privacy policy that allows for such information to be used hereunder.
MeetKai may remove any message
or other content Customer posts to the Platform as MeetKai is required to comply with any laws, regulations, or court order.
1.4 Customer
Content. Customer may provide MeetKai with content (such as text, ideas, and creative assets) for inclusion in the Platform (“Customer
Content”). Customer is fully responsible for ensuring that it has all rights, consent, and authority to provide the Customer
Content for the purposes for which it is provided hereunder.
1.5 Customer’s
Obligations. Customer acknowledges that Customer’s timely provision of (and MeetKai’s access to) Customer Content, assistance,
cooperation, and complete and accurate information and data from Customer’s officers, agents and employees (“Cooperation”)
may be essential to the performance of the Services, and that MeetKai shall not be liable for any deficiency or delay in performing the
Services if such deficiency or delay results from Customer’s failure to provide full Cooperation as requested in writing (for clarity,
including email) by MeetKai. Cooperation includes, but is not limited to, designating a project manager to interface with MeetKai during
the course of the Services and allocating and engaging additional resources as may be reasonably required by MeetKai to assist it in
performing the Services.
1.6 Customer
Applications. Customer may integrate its own systems and applications with the Platform to the extent agreed to by MeetKai in writing
(email is sufficient) (“Customer Applications”). Customer Applications may include applications provided by Customer’s
own third-party vendors. Customer shall only be liable and responsible for any issues caused by Customer Applications provided by Customer’s
own third-party vendors (including, without limitation, any damage to the Platform or injury to any End Users).
2.1 “Customer
Data” means all data provided by Customer or Customer Applications to MeetKai. As between the parties, Customer shall retain
all right, title and interest in the Customer Data. Subject to the terms of this Agreement, Customer hereby grants to MeetKai a non-exclusive,
worldwide, non-transferrable (except with an assignment of this Agreement as permitted herein), non-assignable (except with an assignment
of this Agreement as permitted herein), royalty-free right to use, copy, store, transmit, modify, create derivative works of and display
the Customer Data to the extent necessary to provide the Services to Customer and End Users. Customer represents and warrants that (i)
it has all rights and authorization to provide the Customer Data, (ii) the provision of Customer Data, and MeetKai’s use of the
data as authorized hereunder, is allow by Customer’s privacy policy, and (iii) Customer’s provision, use and maintenance
of Customer Data complies with all laws, regulations and third-party rights.
2.2 End
User Data. Each party may use End User data for the purposes agreed to between it and the End User in its terms and conditions and
privacy policy, provided, however, that MeetKai shall not sell or transfer any End User data that contains Personally Identifiable Information
to any competitor(s) of Customer. Notwithstanding anything to the foregoing, MeetKai shall not be entitled to use, and shall permanently
delete, any End User data once the End User is no longer a customer of the Customer.
2.3 For
purposes of this Agreement, “Personally Identifiable Information” means any information that alone or in combination
with other information that constitutes End User data, can be used to specifically identify any natural person, proprietorship, partnership,
corporation, limited liability corporation, bank, organization, firm, business, joint venture, association, trust or other entity and
any government agency, body or authority. For purposes of clarity, de-identified aggregate data does not constitute Personally Identifiable
Information.
2.4 Security.
MeetKai shall implement Technical and Organizational Security Measures that are no less rigorous than information security generally accepted
practices to protect the integrity, availability, and confidentiality of Customer Data, End User Data and other non-public information
and prevent the unauthorized access, acquisition, disclosure, destruction, alteration, accidental loss, misuse or damage of the Customer
Data. For purposes of this Agreement, “Technical and Organizational Security Measures” means any activities required
under the information security requirements contained in this Agreement to access, manage, transfer, process, store, retain, and destroy
information or data; to disclose and notify affected parties required under the Agreement and under applicable information privacy and
data protection laws; and to safeguard information or data to ensure availability, integrity, confidentiality, and privacy, or notify
individuals of any failure to safeguard such information or data. Measures include but are not limited to those required or interpreted
to be required under EU General Data Protection Regulation (GDPR), EU Payment Service Directive, the California Consumer Privacy Act,
NYS DFS 23 NYCRR 500, the United States Gramm-Leach Bliley Act (GLBA), the EU /Switzerland data privacy requirements, and any other international
and U.S. laws, official legal interpretations, or case precedents pertaining to information or data under the Agreement, but MeetKai makes
no warranties it mees the requirements of HIPAA.
2.5 Aggregate
Use Rights. MeetKai will have an irrevocable, perpetual right to retain and internally use any Customer Data in an aggregated and
deidentified form to internally improve its products and services (such as training algorithms). For purposes of clarity, the Customer
Data in this Section 2.5 does not apply to any End User data, which shall be governed by Section 2.2
3.1 Fees.
Customer shall pay to MeetKai the fees set forth in an SOW in accordance with the terms and conditions set forth therein.
3.2 Payment
Terms. Unless otherwise specified in an SOW, payments are payable in advance. All amounts payable by Customer hereunder shall be
due and payable within thirty (30) days of the date of such invoice. Notices for a failure to pay may be provided via email. Late fees
will be subject to a finance charge of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever
is less). In addition, Customer will reimburse MeetKai for all costs of collection (including reasonable attorneys’ fees). If Customer
disputes an invoice in good faith, it may withhold the disputed portion but shall pay the undisputed portion. No interest shall be incurred
on any unpaid or adjusted invoice unless it is determined that MeetKai is due all or a portion of the disputed amount.
4.1 Term.
Unless earlier terminated as set forth below, this Agreement shall commence
on the Effective Date and continue in effect for the term set forth in an applicable SOW.
4.2 Termination.
Either party may terminate this Agreement of any SOW if the other party (i) materially breaches this Agreement or the SOW and fails to
cure such breach within thirty (30) days from receipt of written notice thereof (provided that the notice provides sufficient details
regarding the breach and expressly states the intent to terminate if not cured), (ii) makes a general assignment for the benefit of its
creditors, (iii) commences under the laws of any jurisdiction any proceeding for relief under the United States Bankruptcy Code or successor
legislation, or corresponding legislation in applicable foreign or state jurisdictions, involving its insolvency, reorganization, adjustment
of debt, dissolution, liquidation or other similar proceedings for the release of financially distressed debtors, (iv) has an application
for a bankruptcy order entered against such party and such application is not withdrawn within 45 days, or (v) applies for or acquiesces
in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets.
If there are no SOWs in effect, either party may terminate this Agreement with thirty (30) days prior written notice. In addition, if
Customer fails to pay amounts owed hereunder after two (2) written late notices, provided not less than 10 business days apart, MeetKai
may suspend the Services (without limiting its termination rights). MeetKai shall use commercially reasonable efforts to lift the suspension
as soon as possible after the late payment being made. MeetKai may require a reasonable deposit (to be determined by MeetKai in its reasonable
discretion) to re-institute the Services (payable within 10 days of the Services being reinstated).
4.3 Effect
of Termination. If termination is for MeetKai’s uncured breach or for any other reason other than Customer’s uncured breach,
Customer shall pay MeetKai for all Services performed pursuant to this Agreement and expenses incurred up through the termination date
for any termination pursuant to this Section 4. If termination is for Customer’s uncured breach or Customer attempts to terminate
for convenience, all fees that but for termination would otherwise have been due for the remaining term of all SOWs (i.e. as if no termination
had occurred) will be non-cancellable and non-refundable (and, if not paid, will become due). The provisions of Sections 1.3, 2.1,
3 (with respect to outstanding payment obligations), 4.3 and 5-10 shall survive any expiration or other termination of this Agreement.
5.1 IP.
The parties will jointly own all new software code created by MeetKai that is incorporated into the Website,
which will be governed by a separate agreement to be entered into between Customer and MeetKai.
5.2 Except as set out in Section 5.1, MeetKai owns all aspects of the Platform
and other aspects of the Services (including, without limitation, all modifications, derivatives, and improvements thereto). For clarity,
MeetKai owns all aspects of its AI, VIP1, and VIP2 software. In addition, MeetKai owns all materials and assets it (itself or through
use of its third-party contractors) creates for the Platform (including all artwork, designs, and other creative assets) (but MeetKai
will not own any Customer trademarks to the extent incorporated into the assets) (“Creative Assets”). Customer retains
ownership of all Customer Content; provided that if any Customer Content is incorporated into Creative Assets, which MeetKai shall not
incorporate into Creative Assets without the prior written consent of Customer, then Customer shall and hereby does assign its ownership
right, title and interest in and to such assets to MeetKai (other than Customer’s trademarks) (the “Collaborative Creative
Assets”), provided further, that MeetKai hereby grants to Customer a non-exclusive, worldwide, non-transferrable (except with
an assignment of this Agreement as permitted herein), non-assignable (except with an assignment of this Agreement as permitted herein),
royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Collaborative Creative Assets.
5.3 Feedback.
Notwithstanding anything else, Customer grants MeetKai a perpetual, irrevocable, royalty free, paid-up, sub-licensable, right and license
to use, display, reproduce, distribute and otherwise exploit Feedback for any purposes. MeetKai agrees that (i) Customer does not have
to provide Feedback, and (ii) all Feedback is provided “AS IS”. “Feedback” means all suggestions for improvement
or enhancement, recommendations, comments, opinions or other feedback provided by Customer (whether in oral, electronic or written form)
to MeetKai for the Platform.
| 6. | Warranties; Disclaimer. |
6.1 Mutual
Warranties. Each party represents and warrants that (i) it is a corporate entity in good standing in its jurisdiction of incorporation
or formation, (ii) it has obtained all necessary approvals, consents and authorizations to enter into, and to perform its obligations
under, this Agreement and each SOW, (iii) it has all right, power, and authority to execute this Agreement and perform its obligations
hereunder, (iv) it is not under any current obligation or restriction, nor will it knowingly assume any such obligation or restriction,
that does or could interfere with the performance of its obligations under this Agreement or an SOW, and (v) the execution, delivery,
and performance of this Agreement or any SOW does not violate any provision of any bylaw, charter, regulation, or any other governing
authority of the party, or any other agreement to which it is a party, and its obligations under this Agreement, including each SOW, are
valid and binding obligations of that party.
6.2 MeetKai
Warranties. MeetKai represents and warrants that (i) the Services, as provided, will not infringe the intellectual property rights
of any third-party (but this does not apply to Customer Content therein), (ii) the Services will be provided in a professional and workmanlike
manner in accordance with generally accepted industry standards, (iii) the Services will materially conform to the Specifications, and
the relevant SOWs, (iv) it and its personnel possess the necessary skills and experience to perform MeetKai’s obligations under
this Agreement and each SOW, (v) it will comply with all applicable requirements, laws, rules and regulations in connection with the delivery
of the Services and the exercise of its rights and the performance of its other obligations, and (vi) it is the owner of the Platform
and possesses all necessary rights to grant Customer the rights and licenses granted under this Agreement and any SOW. In the event of
any notice from Customer of breach of Section 6.2(iii), MeetKai will promptly begin corrective actions and keep Customer appraised of
such activities on no less than a seventy-two (72) hour cadence, or in accordance with the applicable SOW.
6.3 Customer
Warranties. Customer represents and warrants that the Customer Content, and Customer’s products, services, content, or information
published on, transmitted through, or made available through, the Platform (collectively, “Customer Communications/Offerings”),
will (i) not infringe, violate, or conflict with the rights of any third-party (including intellectual property rights and privacy rights),
and (ii) Customer will ensure the Customer Communications/Offerings are accurate and up-to-date at all times. For clarity, Customer Communications/Offerings
includes any messages Customer or its partners or providers sends to any End Users.
6.4 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1 ABOVE, MEETKAI MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE PLATFORM OR SERVICES, AND MEETKAI HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE
OR USAGE OF TRADE.
| 7. | Limitation of Liability. |
EXCEPT FOR A PARTY’S
INDEMNITY OBLIGATIONS, OR A PARTY’S BREACH OF SECTION 8, NEITHER PARTY WILL BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR ANY
(I) INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF FORESEEEABLE, OR (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY
CUSTOMER TO MEETKAI DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. IN ADDITION, MEETKAI WILL NOT BE LIABLE FOR ANY COST OF
PROCUREMENT OF SUBSTITUTE TECHNOLOGY OR SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL NOT APPLY IN THE CASE OF LOSS, COSTS
OR DAMAGE RESULTING FROM GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, THE PARTIES’ INDEMNITY OBLIGATIONS RELATING TO INTELLECTUAL PROPERTY
INFRINGEMENT OR CONFIDENTIAL INFORMATION, PERSONAL INJURY OR DEATH, OR FRAUD OR OTHER CRIMINAL ACTIVITY.
Each party agrees that
all business and technical information it obtains (“Receiving Party”) from the disclosing party
(“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential
Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by
the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding
the disclosure. The terms of this Agreement (including all fees and pricing information) will be MeetKai’s Confidential
Information, provided, however, that Customer shall be permitted to disclose all fees and pricing information as required by law,
including any disclosures required as a public reporting company. Except as expressly authorized herein, the Receiving Party will,
using reasonable measures, hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s
nondisclosure obligation shall not apply to information which the Receiving Party can document: (i)
at the
time of disclosure, is, or thereafter becomes, known and available to the public other than as a result of a disclosure by the Receiving
Party or any of its Representatives in violation of this Agreement; (ii) is already in the possession of the Receiving Party or any of
its Representatives or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source
other than the Disclosing Party or its Representatives (provided, however, that the Receiving Party does not know that such source is
bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party with respect to such information); or
(iii) has been independently developed by the Receiving Party or its Representatives without violation of this Agreement and without any
reference to or use of any of the Confidential Information. For purposes of this Agreement, “Representatives”
shall mean the affiliates and their respective directors, managers, partners, officers, employees, legal counsel, accountants, financial
advisors and potential financing sources that have a need to know the Confidential Information. Notwithstanding anything to the forgoing,
if in the opinion of counsel to the Receiving Party, disclosure of Confidential Information is required by applicable law, a regulatory
authority, court, or other tribunal or applicable stock exchange or self-regulatory organization, the Receiving Party will, to the extent
legally permitted, promptly notify the Disclosing Party and use its best efforts to limit the disclosure. The Receiving Party acknowledges
that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and
therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief
(without the posting of a bond or similar instrument) in addition to whatever other remedies it might have at law.
9.1 MeetKai
Indemnity. MeetKai will indemnify and hold Customer, its affiliates, subsidiaries, successors, and assigns, and their respective officers,
directors, employees, stockholders and agents harmless from and against all third party claims (and all resulting, out-of-pocket: liabilities,
damages, costs, losses, and expenses, including reasonable legal and other professional fees) (“Claims and Resulting Losses”)
incurred resulting from: (i) any breach by MeetKai, including its employees, agents and subcontractors of its obligations under this Agreement
or any SOW; (ii) other claims by third parties, including claims for death, personal injury, or damage to physical property, to the extent
caused directly or indirectly by the Platform; (iii) MeetKai having made inaccurate or unauthorized warranties, representations or statements,
or otherwise acting beyond the scope of its authority as set out in this Agreement or any SOW; (iv) MeetKai’s negligence or willful
misconduct; (v) MeetKai’s violation of any laws or regulations; and (vi) a claim that the Services, the Platform, or any MeetKai
trademarks or other intellectual property infringe a third party’s intellectual property rights. The foregoing excludes claims arising
from Customer Content or Customer Communications/Offerings.
9.2 Customer
Indemnity. Customer will indemnify and hold MeetKai its affiliates, subsidiaries, successors, and assigns, and their respective officers,
directors, employees, stockholders and agents harmless from and against all Claims and Resulting Losses arising from or in connection
with: (i) Customer’s use of the Services; (ii) any Customer Content, Customer Data, Customer Communications/Offerings, or Customer
Applications; (iii) Customer’s interactions with, or disputes with, any End Users, relating to Customer Communications/Offerings;
(iv) Customer’s negligence or willful misconduct; and (v) Customer’s violation of any laws or regulations, or third party
rights (including, without limitation, infringement by the Customer Content of any third party – and including Customer’s
violation of any privacy rights).
9.3 Procedures.
The indemnitee party will: (a) promptly notify the indemnifying party of all claims and threats thereof; (b) give the indemnifying party
sole control of all defense and settlement activities; and (c) provide indemnifying party with all reasonably requested assistance with
respect thereto, provided, however, that the indemnifying party will not agree to any settlement or consent judgment that imposes any
obligations on the indemnitee without indemnitee’s express prior consent.
10.1
Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Neither party
may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement
to (i) a successor to all or substantially all of a party’s business or assets, or (ii) its parent company or any direct or indirect
subsidiary of such party’s parent company, provided that, the acquirer is bound by all the terms and conditions of this Agreement
(including SOWs) and has the financial and engineering resources and capabilities to continue to fully perform this Agreement (including
SOWs) for the remainder of the term. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section
10.1 will be null and void. MeetKai covenants and agrees that it will not, through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Agreement (including SOWs).
10.2
Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement
if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of
terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency.
If a force majeure event prevents a party’s performance hereunder for more than sixty (60) days, the other party may terminate the
affected SOW on written notice.
10.3
Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware and the United States without regard
to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except
for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent
court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and
Mediation Service (“JAMS”) in accordance with such Rules. To the extent the JAMS streamlined rules are available –
they shall apply. The arbitration shall take place in Los Angeles, California, in the English language and the arbitral decision may be
enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the jurisdiction and venue
for actions related to the subject matter hereof shall be the state and United States federal courts located in Los Angeles, California
and both parties hereby submit to the personal jurisdiction of such courts.
10.4
Notice. Except as otherwise set forth in this Agreement, any notice or communication required or permitted under this Agreement shall
be in writing to the parties at the addresses set forth below, or at such other address as may be given by either party to the other and
shall be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight
courier service, the first business day following dispatch; (iii) if given by registered or certified mail, postage prepaid and return
receipt requested, the fourth business day after such notice is deposited in the mail; and (iv) if sent by email, when transmitted if
transmitted to the email address specified by the recipient. In addition, any legal notices to (i) MeetKai (such as for breach of this
Agreement) must be delivered to the following email address: ______________ (“Legal”
– must be included in the subject heading) and (ii) Customer (such as for breach of this Agreement) must be delivered to the following
email address: ______________, but, notwithstanding earlier receipt via email, legal notices
will be deemed received when the physical notice is received as set forth in preceding sentence. Contact addresses may be updated in notice.
10.5
Publicity. Neither party shall use the name of the other party in any news release, public announcement, advertisement, or other form
of publicity without securing the prior written consent of the other. Notwithstanding the foregoing, Customer may, in its sole and absolute
discretion, make any public disclosure as reasonably determined by Customer’s General Counsel in order for Customer (or its affiliates)
to comply with reporting obligations under United States securities laws.
10.6
Relationship. The parties are independent contractors, and nothing in the Agreement will be construed as to be inconsistent with that
relationship. Under no circumstances will any of a party’s personnel be considered employees or agents of the other party. Nothing
in this Agreement grants either party the right or authority to make commitments of any kind for the other, implied or otherwise, without
the other party's prior written agreement. Neither this Agreement nor any SOW constitutes or creates, in any manner, a joint venture,
agency, partnership, or formal business organization of any kind.
10.7
Entire Agreement. This Agreement, together with any SOWs entered into pursuant hereto, is the complete and exclusive statement of
the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating
to the subject matter of this Agreement. This Agreement (and any SOW) may only be amended or waived in a writing executed by both parties.
If any provision of this Agreement shall be adjudged by an any court of competent jurisdiction to be unenforceable or invalid, that provision
shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. This Agreement may be executed
electronically and in counterparts (such as via DocuSign).
[signature page follows]
In Witness Whereof,
the parties hereto have executed this Agreement as of the Effective
Date:
RiskOn International, Inc. |
|
MeetKai, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
By: |
|
|
|
|
|
|
Name: |
|
Name: |
|
|
|
|
|
|
Title: |
|
Title: |
|
|
|
|
|
|
Address: |
|
Address: |
|
|
|
|
|
|
Email: |
|
|
Email: |
|
Exhibit A
SOW#1
1
Exhibit 10.2
STATEMENT OF WORK #1
In the case of conflict
with any other term or condition in this Statement of Work (this “SOW”) and the Master Services Agreement (the “Agreement”)
dated July 12, 2024 (the “Effective Date”) by and between RiskOn International, Inc. (“ROI”) and MeetKai, Inc.
(“MeetKai”), the terms of this SOW shall govern. Any capitalized terms used in this SOW but not defined shall have the meaning
ascribed to them in the Agreement.
Summary:
This SOW outlines the
rights and obligations relating to MeetKai granting ROI rights (which shall be exclusive for the first two years as set out below) to
use, sub-license and/or resell MeetKai's generative AI platform, as further described on Exhibit A hereto (the “Platform”),
during the term, within the territory of North America (the United States of America and all its territories, Canada and Mexico) (the
“Territory”) under a white-labeling self-serve basis (the “Licensing”), subject to the terms and conditions set
forth herein.
License Pricing:
The license fee (the “Fee”)
for the license of the Platform during the Term (as hereinafter defined) and in the Territory will be paid as follows:
| · | $666,667 within five (5) days of signing this SOW; |
| · | $666,667 on the 15th day of each month, starting in August 2024 through
December 2024; and |
| · | $333,334 on the 15th day of each month, starting in January 2025 through
the end of the Term. |
Royalty:
After such time that askROI has achieved
a cumulative revenue threshold of Four Million United States Dollars ($4,000,000.00) (the “Minimum Threshold”), MeetKai shall
be entitled to receive a royalty payment equivalent to ten percent (10%) of all Net Income ("Royalty"). For the purposes of
this Agreement, "Net Income" shall mean the total amount of revenue generated by askROI, less expenses, depreciation, interest
and taxes, as reported in accordance with Generally Accepted Accounting Principles (GAAP).
The Royalty shall be calculated and remitted
to MeetKai on a quarterly basis, within thirty (30) days following the end of each calendar quarter, based on the Net Income generated
during that quarter. ROI shall provide MeetKai with reasonable calculations to support the Royalty calculations concurrent with each payment.
If the Minimum Threshold is achieved
during a calendar quarter, the Royalty for that quarter shall be prorated based on the Net Income generated from the date the Minimum
Threshold is achieved through the end of that quarter.
Expense Reimbursement:
ROI will also reimburse
MeetKai 100% of its Operational Costs (as hereinafter defined) for maintaining the front-end and back-end of the Platform hereunder (the
“Expense Reimbursement”). MeetKai will provide a monthly invoice for such amounts together with reasonable documentation to
allow ROI to verify such amounts. The Expense Reimbursement will be due within 15 days after receipt of the invoice. For purposes of this
SOW, “Operational Costs” shall mean all out-of-pocket costs for implementing, operating and maintaining the front-end and
back-end of the Platform solely as it relates to askROI.com, including, without limitation, hosting costs (but such costs will be pass-through
without mark-up).
Term:
This SOW shall commence
on the Effective Date and, unless otherwise terminated herein or in the Agreement, continue in perpetuity (the “Term”). This
SOW may be terminated by (i) either party (A) at any time, if the other party materially breaches this SOW and fails to cure such breach
within such timeframes as set forth in Exhibit A from receipt of written notice thereof (provided that the notice provides sufficient
details regarding the breach and expressly states the intent to terminate if not cured), or (B) at any time after the fifth anniversary
of the from the Effective Date, for any or no reason, upon sixty (60) days prior written notice to the other party or (ii) by ROI at any
time after 20 months from the Effective Date, for any or no reason, upon sixty (60) days prior written notice to MeetKai.
Rights and Obligations:
| · | ROI will have the (i) right (which shall be exclusive during the first two years
of the Term, and non-exclusive thereafter) to use, sub-license and/or resell access to the Platform on a “white-labeled self-serve
basis” to ROI’s end customers (“End Users”), subject to the terms and conditions set forth herein and provided
that such End User is headquartered within the Territory (“Exclusive Right”) and (ii) non-exclusive right to use, sub-license
and/or resell the access to the Platform to End Users outside the Territory. For clarity, the Exclusive Right does not restrict MeetKai
from: (A) granting similar rights to end customers headquartered outside the Territory; or (B) licensing any of its underlying models
or algorithms to any third party for any purpose other than a third party that would use the underlying models or algorithms to build
a competing platform within the Territory. |
| · | ROI has the right to determine its pricing to End Users, provided that ROI will use
commercially reasonable efforts to not use the Platform as a loss-leader to help sell any other products or services. |
| · | ROI will use commercially reasonable efforts to ensure that End Users are headquartered
within the Territory. |
| · | ROI must ensure that each End User agrees, in advance, to MeetKai’s then-current
terms and conditions (the “T&C”), as provided by MeetKai to ROI in writing, and may be revised, from time to time, by
MeetKai, upon not less than five (5) days advance written notice to ROI. On request, ROI will provide MeetKai with evidence that such
End User has accepted the T&C. ROI will not make any representations, statements or indications to End User that legally binds MeetKai
(except that MeetKai shall be bound to each End User by the T&C). |
| · | ROI is responsible for collecting payment from End Users and shall use commercially
reasonable efforts to promptly collect any such due amounts. |
| · | Upon written request, ROI will promptly provide MeetKai with all information MeetKai
reasonably requests with respect to ROI’s marketing and sales activities related to the Platform. For clarity, ROI shall only provide
access to the Platform on a “white label” basis and, as such, there is no right to use MeetKai’s name or logo in any
marketing or promotional materials without MeetKai’s written consent in each instance (email is sufficient). |
| · | ROI and MeetKai represent and warrant that all its activities pursuant to this SOW
shall comply with all laws, regulations, and third-party rights. |
Our Agreement:
This SOW, including the exhibits attached
hereto, form our entire agreement for this scope of work. The parties may amend or modify this SOW on mutual written agreement. ROI and
MeetKai hereto have caused this SOW to be executed by their duly authorized representatives below indicating acceptance of said SOW.
[signature
page follows]
AGREED AND ACCEPTED: |
|
|
|
|
|
|
|
RISKON INTERNATIONAL, INC. |
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
MEETKAI, INC. |
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
Title: |
|
A-4
Exhibit 10.3
MeetKai, Inc.
Development Agreement
This Development Agreement
(this “Agreement”) is entered into as of July 12, 2024 (“Effective Date”), by and between MeetKai,
Inc. (“MeetKai”), and RiskOn International, Inc. (“Customer”).
WHEREAS,
the parties have executed a master
services agreement (“MSA”) pursuant to which Customer is provided access to MeetKai’s hosted platform; and
WHEREAS,
in connection with the MSA MeetKai will develop a website for Customer;
NOW
THEREFORE, the parties agree as follows:
1.1 Scope of Services.
MeetKai will perform the services
and deliver the required deliverables as agreed to by the parties from time to time (such services, the “Services”
and such deliverables, the “Deliverables”) as set forth in one or more SOW(s) (as defined below). Without limiting
the foregoing, MeetKai will perform the Services and deliver the Deliverables in accordance with the schedule set forth in any statement
of work that (i) references this Agreement, (ii) is signed by authorized representatives of both parties and (iii) sets forth, at a minimum,
the services to be performed by MeetKai and the fees for such services (“Statement of Work” or “SOW”).
In the event of a conflict between any term or condition of this Agreement and any term or condition of a Statement of Work, the term
or condition of the applicable Statement of Work will govern if a Statement of Work expressly states that it is the intention of the parties
to amend this Agreement.
1.2 Schedule; Schedule Defaults.
If at any time, it appears
that MeetKai will not be able to complete the Services or any task on time. In the event MeetKai fails to achieve any of the specified
delivery dates in a Statement of Work, such failure shall constitute a material breach of this Agreement. Notwithstanding the foregoing,
MeetKai shall not be liable for delays caused by Customer or its agents.
1.3 Changes.
Customer may at any time request
changes to the Services (or to the specifications for time or place of delivery) set forth in a Statement of Work that were not previously
contemplated by the parties. If so, Customer will submit a written change order to MeetKai describing such changes in appropriate detail
(a “Change Order Request”). MeetKai shall respond within 10 business days of its receipt of Customer’s Change
Order Request.
If a Change Order Request does
not require MeetKai to incur any additional material costs or expenses or cause an increase or decrease in the time or engineering resources
required for performance of the Services, MeetKai will accept such Change Order Request. In the event a Change Order Request does require
Meetkai to incur additional material costs or expenses or cause an increase or decrease in the time required for performance of the Services,
then MeetKai will provide Customer with a good faith non-binding written assessment of such costs and expenses and the time required to
perform the modifications required by the Change Order Request (a, “Change Order Request Response”). A Change Order
Request, and Change Order Request Response, will only be effective once agreed to by the parties in a formal, executed Change Order.
| 2. | Method of Performing Services |
2.1 Project
Managers. Each party hereto will appoint and maintain at all times during the term of this Agreement, by notice to the other party,
a project manager (the “Project Manager”) who will have authority to grant any approvals called for under this Agreement,
to consult with such other party and to arrange access to the personnel and resources of the appointing party to the extent necessary
or appropriate for purposes of this Agreement, and generally to communicate on behalf of the appointing party with respect to this Agreement
and the subject matter hereof. The identity of each party’s initial Project Manager will be set forth on the relevant Statement
of Work.
2.2 Personnel.
The personnel assigned by MeetKai to perform the Services will be qualified to perform the assigned duties and available to perform
the tasks assigned them in a timely and responsive manner. Customer may request any MeetKai personnel be replaced for good cause. Meetkai
will consider such requests in good faith.
3.1 Fees. Customer shall pay to MeetKai
the fees set forth in an SOW in accordance with the terms and conditions set forth therein.
3.2 Payment Terms. MeetKai will invoice Customer
upon any amounts becoming due and payable pursuant to the applicable Statement of Work and Customer will pay all undisputed invoices within
thirty (30) days of receipt. Notices for a failure to pay undisputed amounts may be provided via email. Late fees will be subject to a
finance charge of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less). In addition,
Customer will reimburse MeetKai for all costs of collection (including reasonable attorneys’ fees). If Customer disputes an invoice
in good faith, it may withhold the disputed portion but shall pay the undisputed portion. No interest shall be incurred on any unpaid
or adjusted invoice unless it is determined that MeetKai is due all or a portion of the disputed amount.
4.1 Term.
This Agreement shall commence on the Effective Date and continue in effect until terminated in accordance with Section 4.2 or Section
10.2.
4.2 Termination.
This Agreement cannot be terminated for convenience except as set out below in this Section 4.2. Statements of Work cannot be terminated
for convenience. Either party may terminate this Agreement of any SOW if the other party (i) materially breaches this Agreement or the
SOW and fails to cure such breach within thirty (30) days from receipt of written notice thereof (provided that the notice provides sufficient
details regarding the breach and expressly states the intent to terminate if not cured), (ii) makes a general assignment for the benefit
of its creditors, (iii) commences under the laws of any jurisdiction any proceeding for relief under the United States Bankruptcy Code
or successor legislation, or corresponding legislation in applicable foreign or state jurisdictions, involving its insolvency, reorganization,
adjustment of debt, dissolution, liquidation or other similar proceedings for the release of financially distressed debtors, (iv) has
an application for a bankruptcy order entered against such party and such application is not withdrawn within 45 days, or (v) applies
for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial
part of its assets. If there are no SOWs in effect, either party may terminate this Agreement with fourteen (14) days prior written notice.
In addition, if Customer fails to pay amounts owed hereunder after two (2) written late notices, provided not less than 10 business days
apart, MeetKai may suspend the Services (without limiting its termination rights). MeetKai shall use commercially reasonable efforts to
lift the suspension as soon as possible after the late payment being made.
4.3 Effect
of Termination. Upon termination of any Statement of Work, MeetKai will immediately deliver to Customer the Front End Stack (as defined
below) (including any works-in-process) developed under such Statement of Work. Within sixty (60) days of termination of any Statement
of Work, MeetKai will submit to Customer an itemized invoice for Services for which amounts are properly payable by Customer in accordance
with this Agreement and the applicable Statement of Work. If Customer has pre-paid amounts in excess of those owed, MeetKai will refund
such excess amount. If Customer owes an amount for properly delivered Services, upon payment of such amount so invoiced, Customer will
thereafter have no further liability or obligation to MeetKai whatsoever for any further fees or expenses arising under such Statement
of Work.
4.4 Survival.
Notwithstanding any expiration or termination of any Statement of Work or this Agreement, the provisions of Sections 5 through 10, inclusive,
will survive.
5.1 Acceptance.
MeetKai’s Project Manager will provide Customer’s Project Manager with written notice via electronic mail alerting Customer
of each Deliverable that is ready for acceptance testing. Customer’s Project Manager will have twenty (20) days from the date of
MeetKai’s Project Manager’s delivery of such written notice (“Acceptance Period”) to review the Services and the
Deliverables for acceptability as to form and content and compliance with any specifications set forth in the applicable Statement of
Work. Customer will conduct acceptance testing to determine whether the Deliverables meet the requirements and/or perform the functions
required under the applicable Statement of Work. MeetKai will provide any procedures, materials and technical assistance reasonably necessary
and take all actions required to enable Customer to review and test the Deliverables. MeetKai will, without additional compensation, work
diligently to correct any defects and/or deficiencies in the Deliverables that may be discovered during acceptance testing and to resubmit
the Deliverable within a reasonable time for continued acceptance testing. Failure to notify MeetKai of a proper acceptance or rejection
in writing (email is sufficient) within the Acceptance Period constitutes acceptance. The process above will be repeated until acceptance
is achieve.
5.2 Definitions:
“Customer Property”
means, collectively, any and all Technology provided or made available to MeetKai by Customer and Intellectual Property Rights in or related
to such Technology.
“Intellectual Property
Rights” means all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress,
and similar rights of any type under the laws of any governmental authority in all countries and territories worldwide and under any international
conventions, including without limitation, all applications and registrations relating to the foregoing.
“Technology”
means any and all technology and/or intellectual property, including without limitation ideas, inventions, discoveries, developments,
designs, methods, modifications, improvements, processes, know-how, show-how, techniques, algorithms, specifications, data, databases,
computer software and code, documentation, annotations, comments, data, data structures, databases, data collections, instructions, mask
works, formulae, supplier and customer lists, trade secrets, plans, drawings, graphics or images, text, audio or visual works, materials
that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other
works of authorship.
“Third Party Property”
means any and all Technology that is owned by a third party.
5.3 Rights
in Customer Property. Customer Property will be owned exclusively by Customer, except for the limited rights to the Customer Property
granted to MeetKai in the following sentence. Customer hereby grants to MeetKai a limited, nonexclusive, non-assignable (except with an
assignment of this Agreement as authorized herein), non-transferrable (except with an assignment of this Agreement as authorized herein)
right and license to copy, create derivative works of, modify and otherwise use any Customer Property provided to MeetKai hereunder, solely
for the purpose of performing the Services. Such limited right and license will extend to no other materials or for any other purpose
and will terminate automatically upon expiration or termination of the relevant Statement(s) of Work or this Agreement for any reason.
5.4 Rights
in Front End Stack. Except as set forth below, Customer will own all Intellectual Property Rights in the Front End Stack (as defined
in the SOW attached hereto). The Front End Stack constitutes “works made for hire” for Customer, as that phrase is defined
in the Copyright Act of 1976, and Customer will be considered the author and will be the owner of the Front End Stack, including all associated
Intellectual Property Rights. MeetKai hereby assigns and transfers to Customer all rights, title and interest in and to the Front End
Stack and all such Intellectual Property Rights in all countries and territories worldwide and under any international conventions, free
and clear of any and all liens, pledges, encumbrances or claims. MeetKai agrees to execute any documents of assignment or registration
and take any and all further actions requested by Customer relating to the Front End Stack, and all such Intellectual Property Rights.
MeetKai further agrees to cooperate fully with Customer, both during and after the engagement, with respect to the procurement, maintenance
and enforcement of such Intellectual Property Rights. Except for the assignment expressly stated above in this Section 5.4, MeetKai does
not assign or transfer any Intellectual Property Rights in connection with this Agreement. Notwithstanding the foregoing, any modifications
or improvements to any MeetKai pre-existing or separately developed Technology will be owned by MeetKai and, if applicable, will be licensed
to Customer as set out in Section 5.5 below.
5.5 MeetKai
Technology and Third Party Property. MeetKai will expressly identify in the SOW any Third Party Property that will be incorporated
into the Front End Stack or will otherwise obtain Customer’s prior written approval prior to the incorporation thereof. If MeetKai
incorporates its own Technology or any Third Party Property into the Front End Stack, MeetKai hereby grants Customer a perpetual, irrevocable,
paid up, royalty-free, non-exclusive, worldwide license to copy, distribute, display, perform, create derivative works of and otherwise
use such Technology and Third Party Property solely as incorporated into the Front End Stack (such MeetKai Technology and Third Party
Property will remain owned, respectively by MeetKai or the third party). Subject to compliance with the first sentence of this Section
5.5, to the extent any Third Party Property incorporated in the Front End Stack is subject to any third party terms and conditions, then
Customer’s use of such Third Party Property will be pursuant to such terms and conditions. But for clarity, this is not a license
to Meetkai’s Platform (as defined in the MSA) or any artificial intelligence models developed MeetKai that are not incorporated
in the Front End Stack. Customer’s authorization to use the Platform, including in connection with the Front End Stack, will be
in accordance with the authorization set forth in the MSA.
| 6. | Warranties; Disclaimer. |
6.1 Mutual
Warranties. Each party represents and warrants that (i) it is a corporate entity in good standing in its jurisdiction of incorporation
or formation, (ii) it has obtained all necessary approvals, consents and authorizations to enter into, and to perform its obligations
under, this Agreement and each SOW, (iii) it has all right, power, and authority to execute this Agreement and perform its obligations
hereunder, (iv) it is not under any current obligation or restriction, nor will it knowingly assume any such obligation or restriction,
that does or could interfere with the performance of its obligations under this Agreement or an SOW, and (v) the execution, delivery,
and performance of this Agreement or any SOW does not violate any provision of any bylaw, charter, regulation, or any other governing
authority of the party, or any other agreement to which it is a party, and its obligations under this Agreement, including each SOW, are
valid and binding obligations of that party.
6.2 MeetKai
Warranties. MeetKai understands that Customer respects proprietary rights and does not desire to acquire from MeetKai any Technology,
Intellectual Property Rights or confidential information of third parties. MeetKai represents, warrants and covenants to Customer that
(i) neither MeetKai nor any of MeetKai’s employees or agents is under any pre-existing obligation inconsistent with the terms of
this Agreement; (ii) the Services to be performed under this Agreement and the results thereof (including without limitation the Deliverables)
will be the original work of MeetKai, or MeetKai will otherwise have sufficient rights thereto, free and clear of any claims or encumbrances
of any kind that would restrict use of the Front End Stack as contemplated hereunder; (iii) any software provided hereunder include no
computer instructions the purpose of which is to disrupt or damage or interfere with the use of computer and telecommunications facilities
or to perform functions which are not an appropriate part of the functionality of the Front End Stack and the purpose of which is to disrupt
processing; (iv) MeetKai’s performance of the Services does not and will not violate or conflict with or result in a breach of any
terms, conditions, duties or obligations MeetKai has to any third party or any other rights of any third party; and (v) all personnel
performing Services for MeetKai under this Agreement have and will have executed appropriate agreements with MeetKai so that MeetKai may
fulfill MeetKai’s obligations under this Agreement
6.3 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 6.1 AND 6.2 ABOVE, MEETKAI MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER
WHATSOEVER, AND MEETKAI HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED,
AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
| 7. | Limitation of Liability. |
EXCEPT FOR (I) MEETKAI’S
INDEMNITY OBLIGATIONS PURSUANT TO SECTION 9.1(vi) ONLY, (II) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT (INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO A VIOLATION OF APPLICABLE LAWS), (III) EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY) OR (IV)
MEETKAI’S WILLFUL INFRINGEMENT UPON, OR MISAPPROPRIATION OF, CUSTOMER’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE
LIABLE IN CONNECTION WITH THIS AGREEMENT FOR ANY (I) SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN
IF FORESEEEABLE, OR (II) AMOUNTS FOR DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID BY CUSTOMER TO MEETKAI DURING THE IMMEDIATELY
PRECEDING TWELVE (12) MONTH PERIOD. IN ADDITION, MEETKAI WILL NOT BE LIABLE FOR ANY COST OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY OR SERVICES
(“STANDARD CAP”).
Section 8 of the MSA will
apply to all business and technical information disclosed hereunder; provided, that, all Customer Property and the Front End Stack will
be Customer’s Confidential Information; provided, further, that, any individual open source component incorporated therein is not
Customer’s Confidential Information.
9.1 MeetKai
Indemnity. MeetKai will indemnify and hold Customer, its affiliates, subsidiaries, successors, and assigns, and their respective officers,
directors, employees, stockholders and agents harmless from and against all third party claims (and all resulting, out-of-pocket: liabilities,
damages, costs, losses, and expenses, including reasonable legal and other professional fees) (“Claims and Resulting Losses”)
incurred resulting from: (i) any breach by MeetKai, including its employees, agents and subcontractors of its obligations under this Agreement
or any SOW; (ii) other claims by third parties, including claims for death, personal injury, or damage to physical property, to the extent
caused directly or indirectly by the Platform; (iii) MeetKai having made inaccurate or unauthorized warranties, representations or statements,
or otherwise acting beyond the scope of its authority as set out in this Agreement or any SOW; (iv) MeetKai’s negligence or willful
misconduct; (v) MeetKai’s violation of any laws or regulations; and (vi) a claim that the Front End Stack (including any of MeetKai’s
Technology or any Third Party Property incorporated therein) infringes upon a third party’s copyrights or misappropriates a third
party’s trade secrets. This Section 9.1 sets out MeetKai’s sole liability, and Customer’s exclusive remedy, with respect
to any claims that are subject to Section 9.1(vi).
9.2 Procedures.
Customer must: (a) promptly notify MeetKai of all claims and threats thereof; (b) give the MeetKai sole control of all defense and settlement
activities; and (c) provide MeetKai with all reasonably requested assistance with respect thereto, provided, however, that MeetKai will
not agree to any settlement or consent judgment unless it contains a complete release of liability for Customer without admitting any
fault on Customer’s behalf.
10.1
Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Neither party
may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement
to (i) a successor to all or substantially all of a party’s business or assets, or (ii) its parent company or any direct or indirect
subsidiary of such party’s parent company, provided that, the acquirer is bound by all the terms and conditions of this Agreement
(including SOWs) and has the financial and engineering resources and capabilities to continue to fully perform this Agreement (including
SOWs) for the remainder of the term. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section
10.1 will be null and void. MeetKai covenants and agrees that it will not, through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Agreement (including SOWs).
10.2
Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement
if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of
terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency.
If a force majeure event prevents a party’s performance hereunder for more than sixty (60) days, the other party may terminate the
affected SOW on written notice.
10.3
Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware and the United States without regard
to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except
for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent
court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and
Mediation Service (“JAMS”) in accordance with such Rules. To the extent the JAMS streamlined rules are available –
they shall apply. The arbitration shall take place in Los Angeles, California, in the English language and the arbitral decision may be
enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the jurisdiction and venue
for actions related to the subject matter hereof shall be the state and United States federal courts located in Los Angeles, California
and both parties hereby submit to the personal jurisdiction of such courts.
10.4
Notice. Except as otherwise set forth in this Agreement, any notice or communication required or permitted under this Agreement shall
be in writing to the parties at the addresses set forth below, or at such other address as may be given by either party to the other and
shall be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight
courier service, the first business day following dispatch; (iii) if given by registered or certified mail, postage prepaid and return
receipt requested, the fourth business day after such notice is deposited in the mail; and (iv) if sent by email, when transmitted if
transmitted to the email address specified by the recipient and acknowledge as received by such recipient. In addition, any legal notices
to (i) MeetKai (such as for breach of this Agreement) must be delivered to the following email address: ______________ (“Legal”
– must be included in the subject heading) and (ii) Customer (such as for breach of this Agreement) must be delivered to the following
email address: ______________, but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical
notice is received as set forth in preceding sentence. Contact addresses may be updated in notice.
10.5
Publicity. Neither party shall use the name of the other party in any news release, public announcement, advertisement, or other form
of publicity without securing the prior written consent of the other. Notwithstanding the foregoing, Customer may, in its sole and absolute
discretion, make any public disclosure as reasonably determined by Customer’s General Counsel in order for Customer (or its affiliates)
to comply with reporting obligations under United States securities laws.
10.6
Relationship. The parties are independent contractors, and nothing in the Agreement will be construed as to be inconsistent with that
relationship. Under no circumstances will any of a party’s personnel be considered employees or agents of the other party. Nothing
in this Agreement grants either party the right or authority to make commitments of any kind for the other, implied or otherwise, without
the other party's prior written agreement. Neither this Agreement nor any SOW constitutes or creates, in any manner, a joint venture,
agency, partnership, or formal business organization of any kind.
10.7
Entire Agreement. This Agreement, together with any SOWs entered into pursuant hereto, is the complete and exclusive statement of
the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating
to the subject matter of this Agreement. This Agreement (and any SOW) may only be amended or waived in a writing executed by both parties.
If any provision of this Agreement shall be adjudged by an any court of competent jurisdiction to be unenforceable or invalid, that provision
shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. This Agreement may be executed
electronically and in counterparts (such as via DocuSign).
[signature page follows]
In Witness Whereof,
the parties hereto have executed this Agreement as of the Effective Date:
RiskOn International, Inc. |
|
MeetKai, Inc. |
|
|
|
|
|
|
|
|
|
By: |
|
|
By: |
|
|
|
|
Name: |
|
Name: |
|
|
|
Title: |
|
Title: |
|
|
|
|
Address: |
|
Address: |
|
|
|
Email: |
|
Email: |
6
Exhibit 10.4
STATEMENT OF WORK #1
In the case of conflict
with any other term or condition in this Statement of Work (this “SOW”) and the Development Agreement (the “Agreement”)
dated July 12, 2024 (the “Effective Date”) by and between RiskOn International, Inc. (“ROI”) and MeetKai, Inc.
(“MeetKai”), the terms of this SOW shall govern. Any capitalized terms used in this SOW but not defined shall have the meaning
ascribed to them in the Agreement.
Summary:
This SOW outlines the
development relating to the End User-facing interface incorporating the Platform (the “Interface”).
Development Pricing:
The development fee
(the “Fee”) for the Interface during the Term (as hereinafter defined) will be paid as follows:
| · | $166,667 within five (5) days of signing this SOW; |
| · | $166,667 on the 15th day of each month, starting in August 2024 through
December 2024; and |
| · | $83,333 on the 15th day of each month, starting in January 2025 through
the end of the Term. |
Term:
This SOW shall commence
on the Effective Date and, unless otherwise terminated herein or in the Agreement, continue in perpetuity (the “Term”). This
SOW may be terminated by (i) either party (A) at any time, if the other party materially breaches this SOW and fails to cure such breach
within sixty (60) days from receipt of written notice thereof (provided that the notice provides sufficient details regarding the breach
and expressly states the intent to terminate if not cured), or (B) at any time after the fifth anniversary of the from the Effective Date,
for any or no reason, upon sixty (60) days prior written notice to the other party or (ii) by ROI at any time after 20 months from the
Effective Date, for any or no reason, upon sixty (60) days prior written notice to MeetKai.
Scope:
MeetKai's obligations under this SOW
shall include the following:
| 1. | Design, develop, and integrate an artificial intelligence (AI) Knowledge Base Chat
and Virtual Assistant platform with ROI, including periodic content enhancements and updates. |
| · | The development of an AI platform dedicated to establishing sophisticated large language
model (LLM)-focused applications—available across a variety of devices (PC, Mobile, Tablet, etc.) |
| · | Use best efforts to ensure deadlines, as set forth on Exhibit B hereto or communicated
to MeetKai in the future, are met, and concerns relating to the inability to meet such deadlines communicated to ROI in writing as soon
as possible. |
Organizational Account System Development:
| 1. | SSO Support: Integration with existing security systems for Single Sign-On
capabilities. |
| 2. | Security Role Synchronization: Import and synchronize security roles and permissions
across various enterprise identity platforms. |
| 3. | OAUTH Integration: Connect and support OAUTH for up to 25 different platforms. |
Security Features:
| 1. | Multi-Factor Authentication (MFA): Implement MFA methods, including traditional
2FA, SMS, Biometrics, Magic Link, Push, Security Keys, and adaptability for emerging security standards. |
| 2. | Zero-Trust Security: Deploy sophisticated zero-trust architecture with AI-enabled
monitoring for suspicious activities. |
| 3. | Audit Trails: Implement comprehensive auditing for all administrative actions
like user management, system updates, and sensitive data handling. Doing so is critical for security, compliance, troubleshooting and
accountability. Examples: |
| · | User Management: John disables Company X’s account on July 16, 2024, at 3:15
PM. The audit log would record the following: |
| § | Detail: Non-payment. 60-day notice given. |
| § | Timestamp: July 16, 2024, 3:15 PM |
| · | System Configuration: Alice changes the password policy in Clerk to require stronger
passwords on November 12, 2024, at 10:48 AM. The audit log would record the following: |
| § | Action: Modify password policy |
| § | Details: Stronger password requirements |
| § | Timestamp: November 12, 2024, 10:48 AM |
| 4. | Geofencing: Enable geofencing, ensuring the platform is not accessed from
unsupported or restricted regions. |
Sophisticated Billing System:
| 1. | Integration of 3rd party white-labeled billing solutions for features that will not
be completed on launch day but will be continually built. |
| 2. | Support multiple payment methods. |
| 3. | Includes multi-tiered subscription plans, usage-based charges, add-ons, coupons,
prepaid usage, and revenue analytics. |
| 4. | Integration with payment platforms like Stripe, and others. |
User Interface and Accessibility:
| 1. | Cross-platform accessibility (mobile, desktop, tablet). |
| 2. | Organization-level theming for custom user interface design. |
| 3. | Add accessibility features supporting screen readers and high contrast modes. |
| 4. | When practical, modals, slide-out panels, and drop-down menus should be employed
to avoid cumbersome navigation. |
| 5. | Provide a streamlined onboarding process with minimal steps for the end user to arrive
at the default app. |
| 6. | Include multilingual support. |
Administration Systems:
| 1. | Develop a sophisticated backend for administering accounts, allowing for efficient
management of accounts, user profiles, permissions, and access control. |
| 2. | Implement a comprehensive user management system, including the ability to create,
edit, and delete user accounts and assign roles and permissions. |
| 3. | Integrate with third-party systems, such as payment gateways and analytics platforms,
to streamline administrative processes. |
Reporting Systems:
| 1. | Develop a comprehensive reporting system for the ROI administrative and finance teams,
providing detailed insights into key performance indicators (KPIs), user engagement, and financial metrics. |
| 2. | Create customizable dashboards and reports, allowing stakeholders to access real-time
data and make informed decisions. |
| 3. | Implement a reporting system for paid accounts, tracking revenue, user acquisition,
and retention metrics. |
| 4. | Generate automated reports daily, weekly, and monthly, delivering them to designated
recipients via email or through the platform's interface. |
| 5. | Ensure all reporting systems comply with relevant data privacy and security regulations,
such as GDPR and ISO 27001. |
Quality Assurance:
| 1. | Comprehensive testing includes security audits, performance testing, user acceptance
testing, and continuous integration/deployment (CI/CD) processes. |
| 2. | Security concerns, bugs, and disruptions likely to impact ROI will be reported to
ROI Administration in a timely manner, and the time frame for fixes and restoration. |
Support and Maintenance:
| 1. | Provide ongoing support and maintenance post-deployment, with regular updates and
enhancements based on emerging technologies and user feedback. |
Issue Resolution:
| 1. | [Detailed Logging and Tracking]: MeetKai will implement a comprehensive system
for logging and tracking reported issues, ensuring a transparent and traceable process for issue resolution. |
| 2. | [Priority Levels]: MeetKai will respond to and resolve issues in accordance
with the time frame set for each corresponding priority level. |
| 3. | [Root Cause Analysis]: MeetKai will perform root cause analysis for critical
issues to prevent recurrence and enhance system stability. |
Software Updates and Upgrades:
| 1. | [Regular Release Schedule]: MeetKai will adhere to a predetermined release
schedule (which ROI shall give one month notice of) for updates and patches, providing transparency and allowing clients to plan for system
enhancements. |
| 2. | [Compatibility Testing]: MeetKai will conduct thorough compatibility testing
before deploying updates to ensure seamless integration with existing components and third-party systems. |
| 3. | [Rollback Procedures]: In the event of unforeseen issues post-upgrade, well-defined
rollback procedures will swiftly revert to a stable system state. |
Technical Assistance:
| 1. | [Dedicated Support Portal]: MeetKai will establish a dedicated support portal
with a centralized platform for clients to log queries, access resources, and communicate directly with the support team. |
| 2. | [Knowledge Base]: A comprehensive knowledge base will be maintained, covering
common issues, troubleshooting steps, and best practices to empower users with self-service options. |
Monitoring and Performance Optimization:
| 1. | [Real-time Monitoring]: MeetKai will employ real-time monitoring tools to
track system performance metrics, enabling proactive identification of potential issues before they impact users. |
| 2. | [Real-time Alerting]: In addition to monitoring, a resilient real-time alerting
system will be implemented, promptly notifying relevant stakeholders of any anomalies or critical events. |
| 3. | [Performance Tuning]: MeetKai will continuously undertake performance-tuning
efforts to optimize resource utilization and ensure the system operates at peak efficiency under varying workloads. |
Documentation and Knowledge Transfer:
| 1. | [Help System]: MeetKai will assist the ROI staff to develop comprehensive
online documents, videos, self-guided tours, and a knowledge base with FAQs, guides, and troubleshooting to assist administrators and
end users in completing tasks and understanding features. |
| 2. | [Chat Bot]: Will include a chatbot and integrated knowledge base. However,
if unavailable by launch day, a third-party white-labeled chatbot may be used while its being developed. |
Availability and Contact Hours:
| 1. | [24/7 Critical Support]: Critical support will be available 24/7 for issues
classified as critical, ensuring rapid response and resolution during emergencies. |
| 2. | [Scheduled Maintenance Windows]: Non-critical support will be provided during
agreed-upon hours, with scheduled maintenance windows communicated well in advance to minimize disruptions. |
Service Level Agreements (SLAs):
| 1. | Clear SLA Metrics: SLAs will define specific metrics, including response times,
resolution times, and performance benchmarks, providing a clear framework for evaluating the support team's performance. |
| 2. | Regular SLA Reviews: SLAs will be subject to regular reviews to ensure alignment
with evolving business needs and technological advancements. |
Security and Data Integrity:
| 1. | [Regular Security Audits]: MeetKai will conduct regular security audits, employing
industry best practices to identify and address potential vulnerabilities. |
| 2. | [Data Encryption]: All sensitive data will be encrypted during transmission
and storage to mitigate the risk of unauthorized access significantly. |
Hosting Services:
| 1. | MeetKai will host and maintain the platform and environment, ensuring maximum operability
and security. |
Technical Specifications:
| 1. | The technology stack will be documented and shared with ROI at a high level to enable
ROI to promote, discuss with potential investors, and to provide assurance that best practices are followed. Specific implementation details
and proprietary code unnecessary for such activities will remain confidential to protect MeetKai’s intellectual property. For example: |
| · | High-Level Technology Stack: |
| § | Cloud infrastructure providers (e.g., AWS, Azure, Google Cloud) |
| § | Integrated Third-party Services (e.g., Clerk, Google Drive, LLMs) |
AI Governance:
| 1. | MeetKai will develop and adhere to ethical guidelines for AI usage and implement
a governance framework to ensure responsible AI deployment and use. |
Compliance and Standards:
| 1. | The development must align with ISO 27001 standards. |
| 2. | Specify clean code principles, Git standards adherence, code quality enhancement,
workflow streamlining, and conflict prevention. |
Documentation:
| 1. | MeetKai will provide documentation (e.g., usage, policies, security) and insights
into system functionalities. |
| 2. | Documentation should enable ROI to adhere to regulations and ISO 27001 standards
throughout the system's lifecycle. |
Deliverables and Key Dates:
See Exhibit A
Our Agreement:
This SOW, including the exhibits attached
hereto, form our entire agreement for this scope of work. The parties may amend or modify this SOW on mutual written agreement. ROI and
MeetKai hereto have caused this SOW to be executed by their duly authorized representatives below indicating acceptance of said SOW.
[signature
page follows]
AGREED AND ACCEPTED:
RISKON INTERNATIONAL, INC.
MEETKAI, INC.
Exhibit 10.5
July 12, 2024
MeetKai, Inc.
4136 Del Rey Avenue, Suite 640
Marina Del Rey, CA 90262
Re: Various Agreements by and between RiskOn
International, Inc. (“ROI”) and MeetKai, Inc. (“MeetKai”)
Dear Ladies and Gentlemen:
This letter agreement (this “Letter Agreement”)
is being entered into in connection with, and as a condition to, the parties’ execution and delivery of the (i) Master Services
Agreement, dated as of July 12, 2024 (the “MSA”), by and between ROI and MeetKai, (ii) the Statement of Work #1 to
the MSA, dated as of July 12, 2024 (the “SOW #1”), (iii) the Development Agreement, dated as of July 12, 2024 (the
“DA”), by and between ROI and MeetKai and (iv) the Statement of Work #1 to the DA, dated as of July 12, 2024 (the “SOW
#2”, and together with SOW #1, the “SOWs”). pursuant to which MeetKai has agreed to license to ROI the Platform
in the Territory and to develop the Interface incorporating the Platform. The MSA, SOW #1, the DA and SOW #2 are collectively referred
to as the “Transaction Documents”). Capitalized terms used herein but not otherwise defined shall have the meaning
given to such terms in the SOWs (and if not defined in the SOWs, then the MSA or DA, as applicable).
To induce the parties to enter into the Transaction
Documents, ROI and MeetKai hereby agree as follows:
1. Maximum
Cap on Fees. Until such time as ROI achieves Financial Stability, in no event shall ROI be liable to pay MeetKai more than an aggregate
of $500,000 (the “Monthly Minimum”) in any calendar month for all fees, costs and expenses due under the Transaction
Documents (collectively, the “Fees and Expenses”). All Fees and Expenses due under the Transaction Documents that are
in excess of the Monthly Minimum (the “Accrued Fees and Expenses”) shall accrue (without penalty or interest) and not
be payable until such time as ROI achieves Financial Stability. For purposes of this Letter Agreement, “Financial Stability”
shall mean such time, as determined by ROI in its good faith, that ROI has sufficient funds, from raising capital (equity, debt or a combination
thereof), generating income (over a period of time to reasonably believe such amounts will continue), or a combination thereof, that it
anticipates being able pay all Fees and Expenses on the Transaction Documents for the next 12 months. Once ROI determines that it has
achieved Financial Stability, then ROI shall pay to MeetKai all the Accrued Fees and Expenses in twelve (12), equal monthly payments (for
clarity, together with any other ongoing Fees and Expenses due to MeetKai under the Transaction Documents).
2. No
Breach or Stop Work. MeetKai acknowledges and agrees that so long as ROI is making the Monthly Minimum payment and is not in breach
of section 1 of this Letter Agreement, MeetKai shall not have the right to (i) terminate any of the Transaction Documents for failure
to pay any Fees and Expenses or (ii) stop or slow down on providing services under the Transaction Documents. Upon identification of a
breach of section 1 of this Letter Agreement, MeetKai shall notify ROI in writing. ROI will have sixty (60) days from receipt of notice
to cure the breach. If ROI remedies the breach within the cure period, then the breach will be considered cured, and no further action
will be necessary. If ROI fails to remedy the breach within the cure period, only then may MeetKai (i) terminate this Letter Agreement,
(ii) terminate any of the Transaction Documents for failure to pay any Fees and Expenses, and/or (ii) stop or slow down on providing services
under the Transaction Documents
3. Renegotiation
of the Transaction Documents. In the event that ROI is unable to raise $10,000,000 of gross proceeds from raising capital (equity,
debt or a combination thereof) within four (4) months from the date of this Letter Agreement, then ROI and MeetKai shall use good faith
efforts to renegotiate the terms, conditions, scope and Fees and Expenses of the Transaction Documents. In the event that the parties,
having used good faith efforts to reach agreement on revised terms, conditions, scope and Fees and Expenses of the Transaction Documents,
fail to reach such agreement within 45 days of the start of such renegotiation period, then either party shall have the right, upon written
notice to the other party, to terminate one or more of the Transaction Documents that were not renegotiated, with immediate effect.
RiskOn International, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
4. Amendment
to Include Social Casino. ROI and MeetKai acknowledge and agree that they are in the process of renegotiating various agreements relating
to MeetKai providing services to ROI relating to the Platform and social casino gaming functions (the “Social Casino Agreements”).
The parties intend, in conjunction with execution of the Social Casino Agreements, to amend this Letter Agreement to revise the definition
of Transaction Documents to include the Social Casino Agreements, without any further changes or edits (specially, to not increase the
Monthly Minimum that shall apply in the aggregate to all the Transaction Documents). But failure to execute the Social Casino Agreement
will not void, modify, or otherwise affect the Transaction Documents.
5. General.
(a) This
Letter Agreement may be executed in any number of counterparts each of which shall constitute an original but which together shall constitute
one instrument. This Letter Agreement may only be amended by an instrument in writing executed by each of the parties hereto.
(b) By
executing this Letter Agreement, each party represents and warrants to the other party that (i) the representing party has duly authorized
the execution, delivery, and performance of this Letter Agreement; (ii) the terms of this Letter Agreement are binding upon and in full
force and effect against, the representing party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors’ rights and remedies generally, to general principles of equity and to principles
of sovereign immunity; and (iii) the execution, delivery and performance of this Letter Agreement by such representing party does not
and will not violate any agreement or arrangement to which it is a party or by which it may be bound, or any order or decree to which
such party is subject.
(c) This
Letter Agreement will be binding upon, and will inure to the benefit of and be enforceable by, the parties and their respective successors
and permitted assigns.
(d) This
Letter Agreement is deemed a supplement to the Transactions Documents. Notwithstanding any provision of the Transaction Documents to the
contrary, to the extent that any provision of the Transaction Documents conflict with the terms of this Letter Agreement, the terms of
this Letter Agreement shall control.
IN WITNESS WHEREOF, the parties hereto
have caused this Letter Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
|
RISKON INTERNATIONAL, INC. |
|
|
|
|
|
By: |
|
|
Name: |
|
Title: |
Acknowledged and Agreed as of July 12, 2024
MEETKAI, INC. |
|
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
2
v3.24.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
RiskOn (PK) (USOTC:ROII)
過去 株価チャート
から 7 2024 まで 8 2024
RiskOn (PK) (USOTC:ROII)
過去 株価チャート
から 8 2023 まで 8 2024