PAY2 LTD LICENSE
AGREEMENT
PAY2 LIMITED
TOTAL HORIZON INC
March 20, 2003
CONTENTS
CLAUSE HEADING PAGE
1. DEFINITIONS AND INTERPRETATIONS 3
2. GRANT OF LICENSE 6
3. TRANSACTION FEES 7
4. LICENSE FEES 7
5. CONSIDERATION 7
6. AUDITING 7
7. NON COMPETITION AND INDEMNITY 8
8. MEDIATION 9
9. ADMINISTRATIVE PROVISIONS 10
SCHEDULE 13
DATED: 20th March 2003
PARTIES
1. Pay2 LIMITED of Exchange House, ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, IM1 1 JD
2. TOTAL HORIZON INC of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
U.S.A.
BACKGROUND
A. Pay2 is the proprietor of the subject matter of, entitled to the benefit of,
the Trademark which relates to the Pay2 Card and Pay2 concept.
B. Pay2 has contracts with Federal Bank of the Middle East, Cyprus, and other
entities to enable it to arrange the production and distribution of Pay2 Cards
throughout the world.
C. Pay2 has agreed to grant a license to Total Horizon to market and sell Pay2
Cards to persons within the Territory to whom Pay2 will then through its agents
or contractors distribute.
D. Pay2 is also the proprietor or licensee of the other Intellectual Property
and it was agreed a license to Total Horizon to promote, sell, manipulate and
otherwise take advantage of the Other Intellectual Property.
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement unless the context otherwise requires:
Pay2 Card means a card that is central to the Pay2 Concept, being a card that
can be used as a Stored Value Card with the ability to enable holders to redeem
cash through automatic teller machines and to make purchases through point of
sale electronic funds transfer at merchants and to make purchases over the
internet.
Pay2 Concept means the concept more particularly described in the schedule to
this Agreement.
Transaction Fee means the fee charged by Pay2, in relation to each of the types
of transactions conducted using the Pay2 Card as described in this agreement
(but specifically excludes fees charged by banks in relation to the processing
of financial transactions).
Territory means the world.
Reseller means agents which may be appointed or contracted by Total Horizon at
its own expense to assist in the marketing and sales of the Pay2 Card, each
Reseller appointed to be subject to the approval of Pay2.
Trademark means any trademark registered by Pay2 in the United Kingdom and
elsewhere in relation to the Pay2 Card.
Other Intellectual Property means all other intellectual property owned by Pay2
or to which it has a license to market, sell, manipulate and otherwise take
advantage.
Performance Criteria means 200,000 transactions per month on Pay2 Cards issued
pursuant to the license granted to Total Horizon, to be achieved within 12
months of the date when the Pay2 Cards are issued and operational.
Direct Per Card Cost means the expenses charged by all contractors to Pay2 for
the design (including and redesign of artwork) and production of the relevant
Pay2 Card including expenses for the distribution of the Pay2 Card, together
with any additional charge which shall be agreed with Total Horizon.
1.2 In this Agreement unless the context otherwise requires: reference to a
person includes any other entity recognized by law and vice versa; the
singular includes the plural and vice versa;
one gender includes every gender;
reference to a party includes their executors, administrators or permitted
assigns or, being a company, its successors or permitted assigns;
an agreement, representation or warranty on the part of two or more persons
binds each and all of them;
an agreement, representation or warranty in favor of two or more persons if for
the benefit of each and all of them; clause headings are for reference purposes
only;
all references to dollars shall, unless specified to the contrary, be references
to United States dollars;
reference to an hem is a reference to an Item in the Schedule to this Agreement;
reference to a statute, ordinance, code or other law includes regulations and
other instruments under it and consolidations, amendments under it and
consolidations, amendments, re-enactments or replacements of it.
2. GRANT OF LICENSE
2.1 Pay2 hereby grants a license to Total Horizon:
(a) to market and sell in the territory PaY2 Cards to be produced and
distributed by Pay2 through its agents and contractors, in any manner
Total Horizon shall choose, (including, but without limiting the
foregoing, by network or multilevel marketing technique;)
(b) to appoint resellers within the Territory subject to the approval of
Pay2.
2.2 Subject to clause 2.3, the license referred to in clause 2.1 shall from
the date hereof be an exclusive license in respect of the right to
market and sell Pay2 Cards throughout the world for an initial period
of 10 yews and renewable thereafter- by mutual agreement. -
2.3 In the event that Total Horizon does not achieve the Performance Criteria
by the deadline stipulated therein, then the exclusive license granted in
clause 2.1 shall be converted to a non exclusive license.
2.4 Pay2 also grants to Total Horizon a license to market, promote, sell,
manipulate and otherwise deal with and take advantage of the Other
Intellectual Property to the extent permitted by law or the terms of
any head license granted in favor of Pay2.
2.5 Total Horizon is entitled to appoint Resellers to market the Pay2 Card
and it is a condition of this license that both Total Horizon and such
resellers shall not engage or have engaged in any felonious criminal
activity or have marketed or shall market to criminal organizations or
individuals who may be deemed to be operating illegally within their
jurisdictions.
2.6 Pay2 and Total Horizon will enter into such registered user agreements
as shall be necessary to regulate the use by Total Horizon of the
trademark.
3. TRANSACTION FEES
3.1 The parties knowledge that fees are to be charged by Pay2 in respect of the
processing and maintenance of transaction processing facilities, more
particularly described as Pay2 functions in the Pay2 Concept. These fees are set
out in Appendix I of this Agreement. The parties also acknowledge that fees are
to be charged by Resellers in relation to the marketing of the Pay2 cards
throughout the world.
4. LICENSE FEES
4.1 in respect of the grant of rights under this Agreement Total Horizon agrees
that Pay2 will retain for its own account up to 10% of the net revenue generated
by cardholders introduced by Total Horizon and its resellers plus such funds as
may be required by Pay2 to cover all of its costs. These costs shall include but
not be limited to all transaction costs levied by third parties; an
administration costs; all -systems costs; all marketing and brand development
costs and all support and other costs.
5. CONSIDERATION
5.1 Total Horizon Inc. will issue 28,185,000 shares by which 4,000,000 shares
are for the account of Pay2 Limited to Argonaut Associates Ltd Nicosia for
arranging the delivery of the Pay2 system to Total Horizon as evidenced by this
license.
6. AUDITING
6.1 Pay2 hereby grants to Total Horizon and its duly authorized representatives
the right to inspect its financial books and records for the sole purpose of
verifying the charges and expenses incurred and to be incurred by Pay2
7. NON COMPETITION AND INDEMNITY
7.1 Total Horizon shall not seek to set up or operate a concept which is
substantially similar to the Pay2 Concept.
7.2 Total Horizon shall not market or sell any other cards that perform the same
functions as the Pay2 Card without Pay2's consent.
7.3 Total Horizon shall ensure that in every Reseller's agreement, which it may
grant hereunder, there shall be obligations placed upon the Reseller identical
to clauses 7.1 and 7.2.
7.4 In the event that Total Horizon or any of its Resellers commits any act or
performs any conduct which is contrary to the Pay2 Concept and that act or
conduct results in claims, actions, suits or demands made upon Pay2, then Total
Horizon shall indemnify and keep indemnified Pay2 from all liability arising as
a result of such in claims, actions, suits or demands.
7.5 In the event that Pay2 or any of its contractors commits any act or performs
any conduct which is contrary to the Pay2 Concept and that act or conduct
results in claims, actions, suits or demands made upon Total Horizon, then Pay2
shall indemnify and keep indemnified Total Horizon from all liability arising as
a result of such in claims, actions, suits or demands.
7.6 In the event that Total Horizon suffers loss as a result of any failure,
defect or error in the Pay2 Concept, being a failure, defect or error that is
not within the control of Pay2 or caused by any act or omissions of Pay2, then
Total Horizon shall not hold Pay2 liable for such loss, provided however that if
such failure, defect or error is caused by any other party who may be held
liable to Pay2, then Pay2 shall do all things necessary to permit Total Horizon
to recover its loss from such other party.
8. MEDIATION
8.1 In the event of a dispute arising under the provisions of this agreement,
the parties agree to participate in a mediation procedure before taking any
court action.
8.2 In the event of a dispute, the following procedure must be followed:
(a) the alleged aggrieved party shall give written notice of the dispute,
including particulars thereof, to the other party;
(b) the notice of dispute shall identify three potential mediators, each
of whom shall be legally qualified in the jurisdiction of at least one
of the parties;
(c) within 21 days of receipt of the notice of dispute, the other party
shall respond, setting out particulars of any defense, and identify
either one of the mediators chosen by the aggrieved party or any
further mediators (being not more than three) to mediate the dispute;
(d) if the parties cannot agree on the choice of mediator within a further
14 days, then the parties shall refer the matter to HM Attorney
General of the Isle of Man to choose a mediator, which choice shall be
binding upon the parties;
(e) if the mediator is unable to resolve the dispute then he or she shall
certify in writing to that effect, whereupon the parties will be at
liberty to commence court action.
9. ADMINISTRATIVE PROVISIONS
9.1 Notices
(a) Any notice, approval, request, demand or other communication (notice)
to be given for the purposes of this Agreement must be in writing and
must be:
(i) served personally; or
(ii) sent by ordinary or registered post - person to person mail
(airmail if overseas) to the address of the party specified in
this Agreement (Or such other address as that party notifies in
writing); or
(iii)sent by facsimile transmission to the facsimile number of that
party specified in this Agreement, (or such other facsimile
number as that party notifies in writing).
A notice given:
(i) personally will be served on delivery;
(ii) by post will be served seven days after posting;
(ii) by facsimile transmission will be served on receipt of a
transmission report by the machine from which the facsimile was
sent indicating that the facsimile had been sent in its entirety
to the facsimile number specified in this Agreement or such other
number as may have been notified by the receiving party. If the
facsimile has not been completely transmitted by 5.00 PM.
(determined by reference to the time of day at the recipient's
address) it will be deemed to have been served on the next day.
9.2 Stamp Duty
(a) The parties shall contribute equally to pay all stamp duty on or
arising in connection with this Agreement and any other related
documentation.
(b) Each party must bear its own legal and other costs and expenses
arising directly or indirectly with respect to the preparation,
execution, completion and performance of this Agreement or any related
documentation.
9.3 Waiver
The failure or omission of a party at any time to:
(a) enforce Or require the strict observance of or compliance with any
provision of this Agreement; or
(b) exercise any election or discretion under this Agreement, will not
operate as a waiver of them or the rights of a party, whether express
or implied, arising under this Agreement.
9.4 Further Assistance
Each party must sign) execute and complete all additional documents which may be
necessary to effect, perfect, or complete the provisions of this Agreement and
the transactions to which it relates.
9.5 Severability
If any part of this Agreement is or becomes illegal, invalid or unenforceable in
any relevant jurisdiction, the legality, validity or enforceability of the
remainder of the Agreement will not be affected and this Agreement will be read
as if the part had been deleted in that jurisdiction only.
9.6 Entire Understanding
(a) This Agreement contains the entire understanding and agreement between
the parties as to the subject matter of this Agreement.
(b) All previous negotiations, understandings, representations,
warranties, memoranda or commitments in relation to, or in any way
affecting, the subject matter of this Agreement are merged in and
superseded by this Agreement and will be of no force or effect and no
party will be liable to any other party in respect of those matters.
(c) No oral explanation or information provided by any party to another
will affect the meaning or interpretation of this Agreement or
constitute any collateral agreement, warranty or understanding between
any of the parties.
9.7 Merger
Obligations contained in this Agreement will continue until satisfied in full.
9.8 Execution by Counterparts
This Agreement may consist of one or more counterpart copies and all
counterparts will, when taken together, constitute the one document.
SCHEDULE
The Pay2 Concept:
The central feature of the Pay2 Concept is the Pay2 Card issued by a bank under
the Maestro or Visa Electron banner. The Pay2 Card is designed to be a stored
value card and once loaded, can be used at ATM's, Points of Sale, on the
Internet or to transfer funds from card to card. The Pay2 Card is a secure
payment method which is PIN driven.
To achieve these functions the Pay2 Card utilizes Pay2 technology, some of which
is the subject of provisional - patent applications and is still in a
developmental stage. The technologies necessary for the basic function of the
Pay2 Card as outlined in this description have already been developed. As
further technologies are developed, they will be used to further enhance the
functions of the Pay2 Card.
EXECUTED as an agreement.
SIGNED on behalf of Pays LIMITED
By its authorized representative in the
Presence of:
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Signature of witness Signature of authorized representative
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Name of witness - please print Name of authorized representative-
please print
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Address of witness
SIGNED on behalf of TOTAL HORIZON INC
ACN 085 902 934 by its authorized
Representative in the presence of:
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Signature of witness Signature of authorized representative
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Name of witness - please print Name of authorized representative -
please print
______________________________________________________________________
Address of witness
