| 1. |
This
Content Schedule incorporates the terms of the Master Global Content
Reseller Agreement (the "Master Agreement") between
Vodafone Group Services Limited ("VGSL"),
registered
in England (registered number 3802001), having its registered office
at Vodafone House. The Connection, Newbury, Berkshire RG14 2FN, United
Kingdom and the Content Provider (as defined
below) dated on the same date as this Content
Schedule.
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| 2. |
When
signed by VGSL and the Content Provider this Content Schedule is
a
standing offer by the Content Provider of the applicable
Content (as defined below) to all Vodafone Group Companies on the
terms of
the Master Agreement and this Content Schedule.
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| 3. |
A
Vodafone Group Company may accept the Standing Offer by completing
and
signing the Contract Acceptance Notice and following
the procedure set out in the Master
Agreement.
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1.
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Content
Provider
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Waat
Media Corporation; United States of America; Company reg. 2512380;
Address:
18226 Ventura Blvd. Suite 102, Tarzana, CA 91356.
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2.
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Content
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Video,
images, games, audio and all other mobile content services of an
adult
nature.
This offering will be selected from a selection of branded content
such as
Vivid
Entertainment, Peach Interactive, and Spearmint Rhino. All and any
Content provided
by the Content Provider shall be covered by this
Agreement.
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3.
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Content
Provider
Branding
Guidelines
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Waat
Media will provide branded content per VGSLs
guidelines.
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| 4. | Marketing Materials | Waat Media will provide marketing materials asrequested by VGSL and local operators. | |
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5.
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Content
Provider Revenue
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Content
Provider Revenue shall
be
[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER
RULE
24B-2] of Net Revenue,
less all the
Deductions. It is
understood that Deductions (if any) shall be deducted from the Content
Provider Revenue
actually paid to the Content Provider in accordance with Clause
10.2.
The
Content Provider and VGSL shall seek to agree reasonable commercial
models
for ‘promotional’ content and bundled content as and when
required.
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6.
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Content
Protection
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The
Content Provider shall be responsible for protecting the
Content.
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7.
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Hosting
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The
Content Provider shall be responsible for hosting the Content unless
otherwise agreed
between the Parties in writing.
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8.
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Languages
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All
languages as may
be reasonably requested by VGSL from time to time.
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9.
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Territories
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Worldwide,
in such territories where the relevant Vodafone Group Company does
not
accept the Standing Offer under the Master Agency Agreement entered
into
between
VGSL and the Content Provider and dated.
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10.
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Mobile
Devices
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All
Vodafone Live! Handsets possible
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11.
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Format
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The
Content Provider shall ensure that the Content is capable of supporting
all Formats,
which may be specified, by VGSL or the Vodafone Group Companies or
the
Vodafone Partner Network Company (the "Format") from time to time.
The
Content Provider shall not change or vary the Format without Vodafone's
prior written
consent.
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12.
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Purchase
Options
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As
agreed from time to time.
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13.
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VGSL
Certification
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Unless
VGSL gives written or email notice otherwise, all Content requires
certification
by a QA Company.
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14.
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Delivery
Timetables
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The
initial global Delivery Timetable (which may be updated and amended
by the
mutual
written agreement of the Parties) is attached as an Annexure to this
Content Schedule or as otherwise agreed by the Parties in writing
or
email.
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15.
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Relevant
Contacts
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The
Content Provider:
Technical -
Camill
Sayadeh
Tel:
+1
818 708 9995
Mob:
+1 818 723
2488
Fax:
+1
818 708 0598
camill
@waatmedia.com
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Commercial
-
Adi
McAbian
Tel:
+1 818
708 9995
Mob;
+1
818
644
1300
Fax:
+1 818 708 0598
adi@waatmedia.com
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Financial
-
Lena
Barseghian
Tel:
+1
818 708 9995
Mob:
+1 818 652 6497
Fax:
+1 818 708 0598
lena@waatmedia.com
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VGSL;
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Commercial
- Andrew
Stalbow
Tel:
+44 207 212 0591
Mob:
+44 7717
618
919
Fax:
+44 207 212 0701
E-mail:
andrew.stalbow@vodafone.com
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| 16. |
Tax
Residence
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The
same country as the registered address of the Content Provider set
out
above.
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17.
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Content Provider's bank account details for electronic transfer payments |
Payment
by VGSL to the Content Provider shall be made by BACS to the following
bank
account:
EAST
WEST BANK
18321
Ventura Blvd. Tarzana, CA 91356
Account
Name: The Waat Corporation
Account
Number: 8270-2648
ABA#
322070381
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The
currency
of this Agreement shall be in Euros. All financial reports, statements,
invoices,
charges and payments made by one Party to the other shall be in
Euros.
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| 18. |
Special
Conditions
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The Content Provider will comply with all VGSL/Vodafone content standards guidelines and policies provided to the Content Provider from time to time. The Content Provider shall also provide reasonable assistance to help create such standards and guidelines as agreed from time to time. | |
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The
Commencement Date for each individual Contract may, at the election
of
each relevant
Vodafone Group Company, be either: (a) the Commencement Date as
defined
In the
Master Agreement; (b) 30 September 2003; or (c) a date in between
(a)
and (b) specified by
each
relevant Vodafone Group
Company.
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Signed
on behalf of VGSL:
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Signed
on behalf of Content Provider:
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| /s/ Graeme Ferguson | /s/ Camill Sayadeh | ||
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VGSL
authorised signatory
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Content
Provider authorised signatory
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Print
name: GRAEME FERGUSON
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Print
name: Camill Sayadeh
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Position:
EXECUTIVE
HEAD OF CONTENT DEVELOPMENT
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Position:
COO
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Date
signed: 17th
JANUARY 2005
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Date
signed: December 20, 2004
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