Innovative Communications Solutions
EXHIBIT 10 (l)
Reseller Agreement with Wildgate Wireless, Inc.
[WILDGATE | Wildgate Wireless, Inc. |
Innovative Communications Solutions
This AGREEMENT made and entered into this 5th day of April, 2004, by and between Wildgate Wireless referred to as "Wildgate," located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and KARMA MEDIA, INC. hereinafter referred to as "Reseller" principally located at ▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇.
Whereas, Wildgate provides long distance services using pins ("pins") and whereas Reseller will resell products that utilize these pins and whereas Wildgate and Reseller desire to enter into this AGREEMENT whereby Reseller may purchase from Wildgate pins which access Wildgate's long distance switches and to sell these services to customers.
NOW therefore, the parties agree as follows:
1. TERM
The initial term of this AGREEMENT shall be for a period of one year from the date of the execution of this AGREEMENT. Either party may terminate this agreement with 60 day written notice to the other party.
2. PRODUCT DETAILS AND DISCOUNT
Reseller will select any of the Wildgate Calling Card Products listed in Exhibit A.
3. METHOD OF PURCHASE
On approximately a weekly basis, Reseller may elect to order pins by completing a purchase order form, and communicating that form to Wildgate by way of email, fax, or mail. Pins will be returned via email in other electronic means within one working day of receipt of the order.
4. PAYMENT TERMS
Wildgate will invoice Reseller weekly for the number of pins ordered in the prior week and that invoice will be payable by Reseller via ACH or check within 3 days. In the event Reseller fails to make payments within the 3-day period, Reseller will be deemed in Default and Wildgate at its own option may elect to notify Reseller of such Default. If Reseller does not cure the Default within 3 days of Wildgate's written notice, which may be by email or facsimile, Wildgate shall have the right to deactivate active and unused pin numbers that had been provided to Reseller.
5. DEFAULT
Default hereunder shall consist of any knowing material failure by either party to a performance covenant or obligation as required by this AGREEMENT or any material misrepresentation by either party as to the covenants contained herein. In the event of default, the non-defaulting party shall notify the defaulting party in writing of the nature and specifics of the act of default. Unless the defaulting party cures the default within 7 days of receipt of notice the AGREEMENT may be terminated by the non-defaulting party 3 days from the notice of this 7-day cure period.
6. GOVERNING LAW AND SEVERABILITY
This AGREEMENT shall be enforced and interpreted in accordance with the laws of the State of California. If any part of this AGREEMENT is for any reason declared invalid by court or order of any regulatory agency such order shall not affect the remaining portions of this AGREEMENT.
Wildgate Wireless ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ph: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ | KARMA MEDIA, INC. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FX-310-398-2211 | |||
In witness whereof, the undersigned have executed this AGREEMENT. | ||||
Wildgate Wireless | Reseller: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | By: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: | V.P. of Reseller Ops | Title: | CEO | |
Date: | 4/2/04 | Date: | 04/05/04 | |