E-1
Exhibit ▇▇. ▇▇
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▇▇▇, Inc.
File No. 0-26917
AGREEMENT
THIS AGREEMENT is made and entered into this 12th
day of October, 1998, by and between SISNA, Inc., a Utah
corporation (hereinafter sometimes referred to as
"SISNA"), having an address at 265 Fast ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ 841 11 and Buyers United Inc.,
a Utah company (hereinafter sometimes referred to as
"Buyers United"), having an address at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
WHEREAS, SISNA operates as an Internet Service
Provider and has expertise in connection with the
Internet; and
WHEREAS, BUYERS UNITED desires to have a presence on
the Internet; and
WHEREAS, SISNA has the capability and the expertise
to allow BUYERS UNITED to function as a virtual Internet
Service Provider ("ISP") using SISNA'S equipment; and
WHEREAS, BUYERS UNITED desires to engage the
services of SI SNA to host an 1SF for BUYERS UNITED and
to perform certain services in Connection therewith.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Hosting. BUYERS UNITED hereby engages SI SNA
to host a web presence for BUYERS UNITED consisting of an
1SF for BUYERS UNITED which shall be transparent to
customers of BUYERS UNITED.
2. Payment for Services. In connection with the
hosting by SISNA of an 1SF presence on the Internet,
BUYERS UNITED shall pay a fee of Ten Thousand Dollars (~
10,000.00), to be paid upon execution hereof. In
addition, BUYERS UNITED shall pay a monthly fee to SISNA
of Fourteen Dollars ($14.00) for each subscriber to the
BUYERS UNITED ISF, which shall be paid not later than the
tenth (10th) day of the succeeding month. In the event a
subscriber of the BUYERS UNITED 1SF subscribes for less
than a full month, a prorata share of the subscriber fee
shall be paid to SISNA.
3. Term. The term of this Agreement shall be
three years.
4. Billing and Accounting Services. SISNA agrees
to provide an automated accounting system for BUYERS
UNITED consisting of an automated billing system and
accounting information including A/R, and customer
management systems.
5. Customer Service. SISNA shall provide toll-
free customer support for BUYERS UNITED's customers at
least 15 hours per day.
6. Additional Services. In connection with
hosting the BUYERS UNITED ISP, SISNA shall provide the
following services without additional Cost:
a. A web portal site designed specifically for
BUYERS UNITED's customers that allows access to the
Internet and other links specified by BUYERS
UNITED.
b. Registration of a domain name to be chosen
BUYERS UNITED and which is available.
C. Sign-up services allowing Customers of the
BUYERS UNITED ISP to sign up for Internet service
with BUYERS UNITED.
d. The sign-up page shall be hosted via a secure server.
e. Web-based e-mail shall be provided for customers of the
BUYERS
UNITED ISF.
f. SISNA shall provide web-reporting services
indicating who has accessed the web portal site.
g. SISNA shall register the BUYERS UNITED
domain name with not less than 400 search engines
and a report regarding BUYERS UNITED's placement
among the search engines.
h. SISNA shall provide a master compact-disc
to BUYERS UNITED for replication purposes. The
replicated compact-discs can be used for
distribution to each customer of the BUYERS UNITED
ISP with sign-up software using such logo and
reasonable information provided by BUYERS UNITED to
SISNA. The CD software package shall allow BUYERS
UNITED customers remote sign-up capability and
applications for access to the various aspects of
the Internet, including applications such as
Microsoft Internet Explorer, Netscape Navigator,
Eudora Light, FTP Voyager, Free Agent, Personal
Stock Monitor, The Palace, Atrieva, IP Utilities,
TCP/IP Stack, and anti-virus software.
7. Marketing Materials. In addition, SISNA agrees
to provide at the request of BUYERS UNITED marketing
materials including custom designed T-shirts, mouse pads,
mugs and refrigerator magnets.
8. Notices. All demands, notices, and other
communications to be given hereunder. if any, shall be in
writing and shall be sufficient for all purposes if
personally delivered, sent by facsimile, sent by
nationally-recognized courier service, or if sent by
registered or certified United States mail, return
receipt requested, postage prepaid, and addressed to the
respective party at the postal address set forth below or
to such other address or addresses as such party may
hereafter designate in writing to the other party as
herein provided. The present addresses of the parties
hereto are as set forth above. If personally delivered,
notice under this Agreement shall be deemed to have been
given and received and shall be effective when personally
delivered. Notice by facsimile and nationally-recognized
courier service shall be deemed to have been given when
received. Notice by mail shall be deemed effective and
complete two (2) days after deposit in the United Stales
mail.
9. No Partnership. Nothing in this Agreement
shall be construed to constitute a partnership between
the parties hereto, and the parties expressly agree that
no such partnership is intended. No person or entity
other than the parties hereto shall have, be deemed to
have or claim any third party, direct or indirect rights
or Claims to this Agreement or the matters described
herein.
10. Binding Agreement. This Agreement shall be
binding upon and inure to the benefit of the respective
parties hereto, their heirs, legal representatives,
successors, and assigns.
11. Entire Agreement. This Agreement contains the
entire agreement between the parties. No promise,
representation, warranty, or covenant not included in
this Agreement has been or is relied upon by either
party. Any prior negotiations, correspondence, or
understandings related to the subject matter of this
Agreement shall be deemed to be merged in this Agreement
and shall be of no further force or effect. Each party
has relied upon such party's own examination of the full
Agreement and the provisions thereof, and the
representations and covenants expressly contained in this
Agreement itself The failure or refusal of either party
to inspect the Agreement or other documents, or to obtain
legal advice or other advice relevant to this
transaction, constitutes a waiver of any objection,
contention, or claim that might have been based upon such
reading, inspection, or advice. No modification or
amendment of this Agreement shall be of any force or
effect unless in writing executed by all of the parties.
12. Interpretation. Unless otherwise provided, all
terms shall have the meaning given them in the ordinary
English usage and as customarily used. Words in any
gender shall include both other genders. Whenever the
context requires, the singular shall include the plural,
the plural shall include the singular, and the whole
shall include any part thereof.
13. Invalidity. The invalidity or unenforceability
of any particular provision of this Agreement shall not
effect the other provisions hereof, and the Agreement
shall be construed in all respects as if such invalid
provisions were omitted.
14. Headings. The paragraph and other headings
contained in this Agreement are for purposes of reference
only and shall not limit, expand, or otherwise affect the
construction of any of the provisions of this Agreement.
15. Counterparts. This Agreement may be executed
in any number of counterparts, each of which when
executed and delivered shall be deemed to be an original,
and all of which shall together constitute one and the
same instrument.
16. No Waiver. Acceptance by either party of any
performance less than required hereby shall not be deemed
to be a waiver of such party to enforce all of the terms
and conditions hereof. No waiver of any such right
hereunder shall be binding unless reduced to writing and
signed by the party to be charged therewith.
17. Authorized Execution. The individuals signing
below each represent and warrant (i) that they are
authorized to execute this Agreement for and on behalf of
the party for whom they are signing, (ii) that such party
shall be bound in all respects hereby, and (iii) that such
execution presents no conflict with any other agreement of
such party.
18. Default. If any party shall breach any of the
provisions of this Agreement, the nonbreaching party shall
be entitled to recover from the other party all costs and
expenses incurred by the nonbreaching party in connection
with the breach, including reasonable attorneys' fees,
whether such costs and expenses are incurred without or
without suit or before or after judgment.
19. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State
of Utah as applied to agreements made and wholly
performable in Utah between Utah residents.
20. Facsimile Signatures. The parties hereto agree
that transmission to the other party of this Agreement
with its facsimile signatures shall bind the party
transmitting this Agreement by facsimile in the same
manner as if such party's original signature had been
delivered. Without limiting the foregoing, each party who
transmits this Agreement with its facsimile signature
covenants to deliver the original thereof to the other
party as soon as possible thereafter.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
SISNA, Inc., a Utah
corporation
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice
President
BUYERS UNITE Inc., a Utah
company
By /s/ ▇▇▇ ▇▇▇▇▇, President
Buyers United Inc.
On Line Services
Virtual Server - 200MB total Buyers
United cost @$40.00 per month
Registration - hosting - 100MB
100 MB e-mail aliasing
SISNA Web Trends site report included
E-Commerce Package Buyers United cost
@$49.OO per month
SISNA E-commerce Solution
30 meg web/ftp storage
Domain registration (Intemic Not included)
SISNA Web Trends site report included
I virtual E-mail account/with 4 email
Two Analog/ISDN/XDSL accounts
Full access to Www, FTPNews
Personal Dial-Up Accounts
Standard Analog Dial-up Buyers United cost
@$14.00 each
Single analog dial-up account with
(2) e-mail accounts,
10 MB Web/FTP storage,
Unlimited Internet access,
NNTP News, FTP, WWW
Family Account Buyers United cost
@$24.00 each
(2) Two analog, ISDN, or xDSL accounts,
One filtered account and one un-filtered
(4) e-mail accounts,
(2) 10 MB Web/FTP storage,
Unlimited Internet access,
NNTP News, FTP, WWW
Business Dial-Up Accounts
Basic Analog/lSDN/xDSL Account Buyers United cost
@$22.00 each
Dial-up 56k V.90 / ISDN/ xDSL
Unmetered Internet access
Full access to Www, FTP, News
2 simultaneous logins
4 E-mail addresses
30 meg web/ftp storage
Premium AnaIlog/ISDN/xDSL Account Buyers United cost
@$44.oo each
Dial-up 56k V.90/ ISDN/ xDSL
Unmetered Internet access
Full access to WWW, FTP, News
4 simultaneous logins
8 E-mail addresses
30 megs of web/ftp storage
SISNA
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Buyers United
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801.523.8929 ext.1000
Dear Rod,
The pricing of Twelve Dollars ($12.00) per month per
subscriber will apply
to the following Areas:
Salt Lake City, Utah*
Provo, Utah*
Ogden, Utah*
Boise, Idaho
Idaho Falls, Idaho
Phoenix, Arizona
Portland, Oregon
Las Vegas, Nevada
All other areas for subscribers will be at Fourteen
Dollars ($14.00) per month per subscriber. As the
costs are reduce for additional SISNA owned areas
Buyers United may be able to take advantage of the
better pricing at that time.
At the Fourteen Dollar price per user Toll-free
customer support is included. In the Twelve Dollar
per user areas Buyers United must supply the Toll-
free connection for customer support (with the
exception of Salt Lake, Ogden and Provo)
Best Regards
▇▇▇▇▇▇ ▇. ▇▇▇▇
Exec. VP
Acknowledgment
Buyers United
SISNA
Buyers United Inc.
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Amendment 001(2.3.99)
Dear ▇▇▇▇ ▇▇▇▇▇▇,
This is to confirm the pricing for,
(1) the X-Stop filtering @ $ no additional cost
to the Buyers United base cost of $14.00,
(2) E-mail - five (5) will be included with each
account and your cost will be $1.00 for five (5)
more additional e-mail.
We will accept payment terms of Five Thousand
Dollars ($5,000.00) at signing of contract (2.3.
99) and Five Thousand Dollars ($5,000.00) payable on
the nineteen of February (2.19.99).
Sincerely
▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Exec VP
