1
Exhibit 10.13
[Logo]
digitalNATION
0000 Xxxxxxxx Xxx. Xxxxxxxxxx XX 00000
Phone:(000) 000-0000 Fax (000) 000-0000 email: xxx@xx.xxx
xxxx://xxx.xx.xxx
SERVICES AGREEMENT
This Service Agreement is entered into between digitalNATION (dN) and DIDAX
On-Line. (XXXXX.xxx)
SPECIFICATIONS
TERM: Minimum one (1) year
ACTIVATION: Signature date of contract
TYPE OF SERVICE: World Wide Web Service Hosting
SUPPORT: Telephone support during normal business hours
EMAIL SUPPORT: 000@xx.xxx
TERM AND CONDITIONS. (WORLD WIDE WEB SERVICE TERMS)
dN will supply 2000 mb of disk storage space on a dedicated Sparc server
Didax will be responsible for the maintenance of the Didax page content.
This contract does not include any additional services including but not
limited to additional HTML programming or gateway programming. Such
services may be purchased from dN and will not be performed without written
approval of DIDAX. All service activations and or changes must be
accompanied by a signed written proposal.
This account does not include, mail, news or other services. We would be
happy to help with any additional services, but they are neither implied
nor included with the agreement.
This agreement will be reviewed on a quarterly basis, at which point the
bandwidth consumption on the server will be examined by both parties.
Should additional bandwidth be required, dN will provide DIDAX with a
written proposal that will guarantee the required bandwidth. dN will give
DIDAX sixty (60) days notice of intent to increase prices for any reason.
2
COST DETAIL FOR THE FOLLOWING
NON-RECURRING COST: $800.00
Includes
- setup of a dedicated Sparc cpu with 128mb ram, 2000mb of storage
- setup or transfer of DNS from current ISP to xx.xxx
- setup of IP server address (i.e. xxx.xxxxx.xxx)
- Installation of http server and xx.xxx firewall configuration
QUARTERLY RECURRING
WWW SERVICE PER MONTH PAID QUARTERLY $ 800.00
Includes
- Rental and upkeep of a dedicated internet server
- weekly backup of website
- Battery Backup unit
- software license compliance.
- Up to 25 private full domains on a server (i.p addresses)
START-UP COST $ 800.00
TOTAL QUARTERLY BILLING $2,400.00
---------------------------------------------------
TOTAL $ 3200.00
TOTAL DUE AT SERVICE START-UP $ 3200.00
OPTIONAL SERVICES -
all are billed hourly with a one hour minimum.
HTML Programming $65.00
Use our HTML savvy staff to make changes or spruce up your site
CGI - Or Perl programming $95.00
Fast and knowledgeable - and is ready to help you create an exciting site
Unix System Admin Services $125.00
Ready to help on the fly with UNIX system issues
3
TERMS
The total initial cost plus the first quarter of service is due at the
commencement of the contract. The quarterly billing cycle then commences with
the beginning of the following month. Following the initial setup and month,
DIDAX will be billed 30 days prior to the commencement of the quarter and
payment will be due by the beginning of the month. dN accepts all major credit
cards for payment. Accounts that are past due by more then fifteen (15) calendar
days, are subject to disconnection of services. A $100.00 reinstatement fee will
apply. Please address all accounting issues to xxxxxxxxxx@xx.xxx
SERVICES AGREEMENT TERMINATION
Each individual service in this contract can be terminated by DIDAX with the
understanding that payment made for each service within QUARTERLY billing cycle
is non-refundable. digitalNATION will give DIDAX at least 60 days written notice
of any exercise by digitalNATION of its right to terminate the Agreement.
PAYMENT INFORMATION. (PLEASE SELECT FROM THE BELOW OPTIONS)
Our firm will be paying for products and services rendered in the following
method
1) CORPORATE OR PERSONAL CREDIT CARD.
Card Type __________________ Name as on card__________________
Card # __________________ Expiration date__________________
2) CORPORATE P.O. - REQUIRES APPROVED CREDIT, PLEASE REQUEST AN APPLICATION.
P.O.# __________________ Approved by __________________
Signature __________________ Date __________________
3) CHECK ENCLOSED WITH CONTRACT
Check.# 1462 Amount $3200.00
__________________ __________________
4
PLEASE COMPLETE THE FOLLOWING: THESE ARE THE INDIVIDUALS THAT YOU ARE
DESIGNATING TO MAKE CHANGES ON YOUR SERVER. PLEASE NOTE THAT WE WILL NOT
TAKE ANY DIRECTION FROM INDIVIDUALS NOT LISTED HERE.
TECHNICAL CONTACT INFORMATION.
Name: Xxxxx Xxxxxxxxx
----------------------------------------------------------------
Phone: 000 000 0000 Fax: 000 000 0000
--------------------------- ----------------------
Email: Xxxxx @ xxxxx.xxx
-----------------------------------------------------------------
PLEASE LIST ALL PERSONAL WITH THE AUTHORITY TO AUTHORIZE CHANGES --TO THIS WWW
SITE.
Name: Xxxxx Xxxxxxxxx Position: Senior Scientist
------------------------------- -----------------------------
Name: Xxxxxxx Xxxxxx Position: Chief Technical Director
------------------------------- -----------------------------
Name: Xxxxxxx Xxxxx Position: Director Technical Marketing
------------------------------- -----------------------------
ADMINISTRATIVE - BILLING CONTACT INFORMATION.
Name: Xxxx New
-----------------------
Phone: 000 000 0000 Fax: 000 000 0000
---------------------- -----------------------
Email: Xxxx @ xxxxx.xxx
---------------------------------------------------------------
5
CO-PARTY AGREEMENT OF SPECIFICATIONS, TERMS, AND CONDITIONS
OFFERED BY: ACCEPTED BY:
digitalNATION DIDAX On-Line
0000 Xxxxxxxx Xxx. 0000 Xxxx Xxxxx Xxxxx 000
Xxxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
ph: 703.968.4808
fax: 000.000.0000
Sign [Signature] Sign Xxxxxxx X. Xxxxxx
----------------- -------------------------------
Founder\Chief Technical Officer
Print [Signature] Print Xxxxxxx X. Xxxxxx
------------------ -------------------------------
Date 11/12/96 Date 11/12/96
----------------- --------------------
(Please read and initial the below terms and agreements.)
6
digitalNATION STANDARD TERMS AND CONDITIONS
(1) Term of Service: digitalNATION will give DIDAX at least 30 days written
notice of any exercise by digitalNATION of its right to terminate the Agreement.
(2) Service Activation: Minimum time to activate services from the date of
contract execution is 7 calendar days. Under this agreement service begins as of
the beginning date shown on the face of this agreement, shall continue for a
period of one year and expire one year from this date, unless otherwise
specified in the on the face of this agreement.
(3) System-Level Support -- Not Covered: digitaINATION is not responsible for
repairs necessitated by customer alteration of equipment or for the repair of
unspecified accessories which may be attached to the equipment. digitalNATION
and DIDAX shall not be liable for delay in furnishing or failure to furnish
service if such delay is caused by forces beyond the reasonable control of
digitalNATION or DIDAX. Warranty terms shall terminate in the event the system
is serviced or modified by any other person other than authorized Computer
Services Group, Inc. personnel.
(4) Limitations of Liability: In no event shall digita1NATION be liable for
damages resulting from loss of data, profits, or for any incidental or
consequential damages, even if advised of the possibility of such damage. This
agreement shall be interpreted under and pursuant to the laws of the State of
Xxxxxxx.
(5) Best Efforts: DIDAX and digitalNATION agree to use their best efforts and
cooperate in the performance of this Agreement.
(6) Agency: DIDAX and digita1NATION agree that this Agreement is not intended to
create any agency relationships of any kind; and both agree not to contract any
obligations in the name of the other party and not to use each other's credit in
conducting any activities under this Agreement.
(7) Trademarks: digitalNATION may include DIDAX's name and contact information
in directories of digitalNATION service subscribers for the purpose promoting
the use of the service by additional potential trading partners. However,
digitalNATION is not authorized to use Print DIDAX's name, trademarks or other
identifying information in any other advertising or promotional materials
without the prior written consent of DIDAX.
7
(8) Indemnification: digitalNATION agrees to indemnify and hold DIDAX harmless
from any and all claims, losses, damages, liabilities, judgments, or
settlements, including reasonable attorney's fees, costs, and other expenses
incurred by DIDAX as a result of any activities conducted by DIDAX and
digitalNATION will promptly notify each other upon receipt of any claim or legal
action arising out of activities conducted pursuant to this Agreement. The
rights and responsibilities established in this paragraph shall survive
indefinitely the termination of this Agreement.
(9) Waiver: Either party's waiver of, or failure to exercise, any right provided
for in this Agreement shall not be deemed a waiver of any future right of this
agreement.
10) Successors and Assigns: This Agreement shall be binding on the parties, and
on their successors and assigns, without regard to whether it is expressly
acknowledged in any instrument of succession or assignment.
(11) Captions: The captions of each paragraph of this Agreement are inserted
solely for the reader's convenience, and are not to be construed as part of
the agreement.
(12) Amendment: This Agreement constitutes the entire Agreement between the
parties, and supersedes all prior writings or oral agreements. This Agreement
may be amended only by a writing clearly setting forth the amendments and signed
by the party against whom enforcement is sought.
(13) Notices: Notices required by this Agreement shall be in writing and shall
be delivered either by personal delivery or by mail. If delivered by mail,
notices shall be sent by any express mail service; or by certified or registered
mail, return receipt requested; with all postage and charges prepaid. All
notices and other written communications under this Agreement shall be addressed
to the individuals in the capacities indicated below, or as specified by
subsequent written notice delivered by the party whose address has changed.
(14) Severability: Should one or more clauses of this agreement be held invalid
under the laws of Virginia or the United States, the remaining clauses shall
remain in effect as a whole and binding contract.
8
Please initial W H B
---------
9
[LOGO]
digitalNATION
0000 XXXXXXXX XXX. XXXXXXXXXX, XX 00000
Phone: (000) 000-0000 Fax:(000) 000-0000 email:xxx@xx.xxx
xxxx://xxx.xx.xxx
SERVICES AGREEMENT This Service Agreement is entered into between digitalNATION
(dN) and DIDAX INC. (XXXXX.xxx)
SPECIFICATIONS
TERM: Minimum one (1) year
ACTIVATION: Signature date of contract
TYPE OF SERVICE: World Wide Web Service Hosting
SUPPORT: Telephone support during normal business hours
EMAIL SUPPORT: 000@xx.xxx
TERMS AND CONDITIONS (WORLD WIDE WEB SERVICE TERMS)
dn will supply 2 dedicated servera Didax will be responsible for the maintenance
of the Didax page content.
This contract does not include any additional services including but not limited
to additional HTML programming or gateway programming. Such services may be
purchased from dN and will not be performed without written approval of DIDAX.
All service activations and or changes must be accompanied by a signed written
proposal.
This account does not include, mail, news or other services. We would be happy
to help with any additional services, but they are neither implied nor included
with the agreement.
This agreement will be reviewed on a quarterly basis, at which point the
bandwidth consumption on the server will be examined by both parties. Should
additional bandwidth be required, dN will provide DIDAX with a written proposal
that will guarantee the required bandwidth. dN will give DIDAX sixty (60) days
notice of intent to increase prices for any reason.
10
COST DETAIL FOR THE FOLLOWING
NON-RECURRING COST: $1345.00
Includes
- 1 setup of a dedicated Pentium cpu with 64mb ram, 2 x 1000mb of storage
- setup or transfer of DNS from current ISP to xx.xxx
- setup of IP server address (i.e. xxx.xxxxx.xxx)
- Installation of http server and xx.xxx firewall configuration
- Up to 3 private full domains on a server (i.p addresses)
- Each 10 additional IP addresses runs $50 a month.
- 1 setup of dedicated Dual P166 cpu with 128mb ram, 4 x 1000mb of storage
- setup or transfer of DNS from current ISP to xx.xxx
- setup of IP server address (i.e. xxx.xxxxx.xxx)
- Installation of http server and xx.xxx firewall configuration
- Up to 128 private full domains on a server (i.p addresses)
- Each 10 additional IP addresses runs $50 a month.
QUARTERLY RECURRING
WWW SERVICE PER MONTH PAID QUARTERLY $1345.00
Includes
- Rental and upkeep of a dedicated internet server
- Battery Backup unit
- software license compliance
START-UP COST $1,345.00
TOTAL QUARTERLY BILLING $4,035.00
--------------------------------------------------
TOTAL $5380.00
OPTIONAL SERVICES -
all are billed hourly with a one hour minimum.
HTML Programming $65.00
Use our HTML savvy staff to make changes or spruce up your site
CGI - Or Perl programming $95.00
Fast and knowledgeable - and is ready to help you create an exciting site
Unix System Admin Services $125.00
Ready to help on the fly with UNIX system issues
11
TERMS
The total initial cost plus the first quarter of service is due at the
commencement of the contract. The QUARTERLY billing cycle then commences with
the beginning of the following month. Following the initial setup and month,
DIDAX will be billed 30 days prior to the commencement of the quarter and
payment will be due by the beginning of the month. dN accepts all major credit
cards for payment. Accounts that are past due by more than fifteen (15)
calendar days, are subject to disconnection of services. A $100.00 reinstatement
fee will apply. Please address all accounting issues to xxxxxxxxxx@xx.xxx
SERVICES AGREEMENT TERMINATION
Each individual service in this contract can be terminated by DIDAX with the
understanding that payment made for each service within QUARTERLY billing cycle
is non-refundable. digitalNATION will give DIDAX at least 60 days written notice
of any exercise by digitalNATION of its right to terminate the Agreement.
PAYMENT INFORMATION. (PLEASE SELECT FROM THE BELOW OPTIONS)
Our firm will be paying for products and services rendered in the following
method
1) CORPORATE OR PERSONAL CREDIT CARD.
Card Type ________________________ Name as on card_________________________
Card # ________________________ Expiration date_________________________
2) CORPORATE P.O. - REQUIRES APPROVED CREDIT, PLEASE REQUEST AN APPLICATION.
P.O.# ________________________ Approved by_____________________________
Signature ________________________ Date____________________________________
3) CHECK ENCLOSED WITH CONTRACT
Check.# ________________________ Amount__________________________________
12
PLEASE COMPLETE THE FOLLOWING: THESE ARE THE INDIVIDUALS THAT YOU ARE
DESIGNATING TO MAKE CHANGES ON YOUR SERVER. PLEASE NOTE THAT WE WILL NOT TAKE
ANY DIRECTION FROM INDIVIDUALS NOT LISTED HERE.
TECHNICAL CONTACT INFORMATION.
Name: /s/ Xxxxx Xxxxxxxxx
__________________________________________________________________________
Phone: 000-000-0000 Fax: 000-000-0000
_______________________________ _______________________________
Email: Xxxxx @ xxxxx.xxx
_________________________________________________________________________
PLEASE LIST ALL PERSONNEL WITH THE AUTHORITY TO AUTHORIZE CHANGES TO THIS WWW
SITE.
Name: /s/ Xxxxxxx X. Xxxxxx Position: CTO
_______________________________ __________________________
Name: /s/ Xxxxx Xxxxx Position: Engineer
_______________________________ __________________________
Name: /s/ Xxxxx Xxxxxxxxx Position: Engineer
_______________________________ __________________________
ADMINISTRATIVE - BILLING CONTACT INFORMATION.
Name: Xxxx New
__________________________________________________________________________
Phone: 000-000-0000 FAX: 000-000-0000
__________________________________ _______________________________
EMAIL: XXXX @ XXXXX.XXX
_________________________________________________________________________
13
CO-PARTY AGREEMENT OF SPECIFICATIONS, TERMS, AND CONDITIONS
OFFERED BY: ACCEPTED BY:
digitalNATION DIDAX On-Line
0000 Xxxxxxxx Xxx. 0000 Xxxx Xxxxx Xxxxx 000
XXXXXXXXXX, XX 00000 Xxxxxxxxx, XX 00000
ph: 703.968.4808
FAX: 000.000.0000
Sign__________________________________
Print Xxxxx Xxxxxxx
Print_________________________________
Date__________________________________
14
CO-PARTY AGREEMENT OF SPECIFICATIONS, TERMS, AND CONDITIONS
OFFERED BY: ACCEPTED BY:
digitalNATION DIDAX Inc.
0000 Xxxxxxxx Xxx. 0000 Xxxx Xxxxx Xxxxx 000
Xxxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
ph: 703.968.4808
fax: 000.000.0000
Sign Sign /s/ Xxxxxxx X. Xxxxxx
______________________________ ________________________________
Print Print /s/ Xxxxxxx X. Xxxxxx
______________________________ ________________________________
Date Date 3/19/97
______________________________ ________________________________
(Please read and initial the below terms and agreements.)
15
digitalNATION STANDARD TERMS AND CONDITIONS
(1) Term of Service: digitalNATION will give DIDAX at least 30 days written
notice of any exercise by digitalNATION of its right to terminate the Agreement.
(2) Service Activation: Minimum time to activate services from the date of
contract execution is 7 calendar days. Under this agreement service begins as of
the beginning date shown on the face of this agreement, shall continue for a
period of one year and expire one year from this date, unless otherwise
specified in the on the face of this agreement.
(3) System-Level Support if Not Covered: digitalNATION is not responsible for
repairs necessitated by customer alteration of equipment or for the repair of
unspecified accessories which may be attached to the equipment. digitalNATION
and DIDAX shall not be liable for delay in furnishing or failure to furnish
service if such delay is caused by forces beyond the reasonable control of
digitalNATION or DIDAX. Warranty terms shall terminate in the event the system
is serviced or modified by any other person other than authorized Computer
Services Group, Inc. personnel.
(4) Limitations of Liability: In no event shall digitalNATION be liable for
damages resulting from loss of data, profits, or for any incidental or
consequential damages, even if advised of the possibility of such damage. This
agreement shall be interpreted under and pursuant to the laws of the State of
Virginia.
(5) Best Efforts: DIDAX and digitalNATION agree to use their best efforts and
cooperate in the performance of this Agreement
(6) Agency: DIDAX and digitalNATION agree that this Agreement is not intended to
create any agency relationships of any kind; and both agree not to contract any
obligations in the name of the other party and not to use each other's credit in
conducting any activities under this Agreement.
(7) Trademarks: digitalNATION may include DIDAX's name and contact information
in directories of digitalNATION service subscribers for the purpose promoting
the use of the service by additional potential trading partners. However,
digitalNATION is not authorized to use Print DIDAX's name, trademarks or other
identifying information in any other advertising or promotional materials
without the prior written consent of DIDAX.
16
(8) Indemnification: digitalNATION agrees to indemnify and hold DIDAX harmless
from any and all claims, losses, damages, liabilities, judgments, or
settlements, including reasonable attorney's fees, costs, and other expenses
incurred by DIDAX as a result of any activities conducted by DIDAX and
digitalNATION will promptly notify each other upon receipt of any claim or legal
action arising out of activities conducted pursuant to this Agreement. The
rights and responsibilities established in this paragraph shall survive
indefinitely the termination of this Agreement.
(9) Waiver: Either party's waiver of, or failure to exercise, any right provided
for in this Agreement shall not be deemed a waiver of any future right of this
agreement.
10) Successors and Assigns: This Agreement shall be binding on the parties, and
on their successors and assigns, without regard to whether it is expressly
acknowledged in any instrument of succession or assignment.
(11) Captions: The captions of each paragraph of this Agreement are inserted
solely for the reader's convenience, and are not to be construed as part of the
agreement.
(12) Amendment: This Agreement constitutes the entire Agreement between the
parties, and supersedes all prior writings or oral agreements. This Agreement
may be amended only by a writing clearly setting forth the amendments and signed
by the party against whom enforcement is sought.
(13) Notices: Notices required by this Agreement shall be in writing and shall
be delivered either by personal delivery or by mail. If delivered by mail,
notices shall be sent by any express mail service; or by certified or registered
mail, return receipt requested; with all postage and charges prepaid. All
notices and other written communications under this Agreement shall be addressed
to the individuals in the capacities indicated below, or as specified by
subsequent, written notice delivered by the party whose address has changed.
(14) Severability: Should one or more clauses of this agreement be held invalid
under the laws of Virginia or the United States, the remaining clauses shall
remain in effect as a whole and binding contract.
Please initial /s/ WHB
__________________
