EXHIBIT 10.10
MEDIACOMM BROADCASTING SYSTEMS, INC.
INTERNET SERVICE PROVIDER
PARTICIPATION AGREEMENT
THIS AGREEMENT, is made on this 23rd day of June, 1999 by and between MEDIACOMM
BROADCASTING SYSTEMS, INC., a Colorado Corporation with its principal place of
business at 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00, Xxxxxxxxx, Xxxxxxxx, 00000,
(hereinafter referred to as "XXXXXXX.XXX"), and Image Net, Inc., with its
principal place of business as 000 X. 0xx Xx., Xxxxxxxx, Xxxxxxxx 00000,
(hereinafter referred to as "ISP").
Whereas, XXXXXXX.XXX wishes to provide Internet Content as described herein
which may or may include the development of marketing and the marketing of the
ISP's products or services.
Now therefore, in consideration of the mutual covenants contained herein, the
above parties agree as follows:
Section 1
MARKETING SERVICES
1.01 XXXXXXX.XXX shall use its Internet Content (xxxxxx.xxxxxxxxxxxx.xxx) and
marketing ability to market ISP's product. ISP hereby grants to XXXXXXX.XXX the
non-exclusive right to market the product generally described as Internet
Services (Internet Access), (hereinafter referred to as the "PRODUCT").
XXXXXXX.XXX shall use a "best effort" attempt to market the PRODUCT on
xxxxxxx.xxx, xxxxxx.xxxxxxxxxxxx.xxx, and/or other Web Sites that XXXXXXX.XXX
and ISP jointly determine are best suited for the marketing of the PRODUCT. As
compensation for the marketing efforts expended by XXXXXXX.XXX on behalf of the
ISP, ISP hereby agrees to pay XXXXXXX.XXX compensation as described in Section
3, Distribution of Proceeds, of this Agreement.
1.02 The compensation also included "Click Throughs" from the URL
xxxxxx.xxxxxxxxxxxx.xxx that directs subscribers to IPS, and subscribers become
a paying member of ISP.
1.03 XXXXXXX.XXX hereby grants to ISP the non-exclusive right to use the
Internet Content Web Site, xxxxxx.xxxxxxxxxxxx.xxx as its home page content.
1.04 ISP agrees to provide XXXXXXX.XXX with sales literature and marketing items
the ISP have developed, for use by XXXXXXX.XXX in its marketing efforts.
1.05 ISP agrees to update the Internet Content Home Page when necessary and at
no cost to XXXXXXX.XXX.
Section 2
Internet Marketing
2.01 ISP understands that all customer names generated as a result of
XXXXXXX.XXX'S total efforts shall always remain the property of XXXXXXX.XXX and
ISP. However, ISP may use such names for its own marketing program(s).
Agreement Page 1 of 4
Section 3
Distribution of Proceeds
3.01 In consideration of the selling prices the distribution of proceeds shall
be as follows:
1) XXXXXXX.XXX will receive $17.95 for each sale of the PRODUCT per user.
2) XXXXXXX.XXX will receive $4.00 for each sale of the PRODUCT per user
per month as the user continues with ISP, after the first month.
3) XXXXXXX.XXX and ISP will share all future "Banner" ad revenue on the
URL xxxxxx.xxxxxxxxxxxx.xxx equally (50% to XXXXXXX.XXX and 50% to
ISP).
Section 4
Processing and Fulfillment of Order
4.01 For each order received, ISP shall forward to XXXXXXX.XXX the following:
1) The date ISP received the order.
2) The name, address, phone number, and e-mail address of the customer.
3) The respective dollar amounts described in Section 3, on each Tuesday
for sales through the previous Monday through Friday sales week.
4.01 XXXXXXX.XXX reserves the right to audit the books of ISP to determine the
accuracy of the previous quarters sales. The audit may or may not take place one
month following the end of each quarter.
Section 5
Sales Tax
5.01 For each order received from a resident of the State of Colorado, ISP shall
have the responsibility to collect applicable sales tax, which represents such
States applicable sales tax. ISP shall then timely forward this amount of tax
collected to the appropriate State Agency of this State.
Section 6
General Terms
6.01 Termination. The term of this agreement shall commence upon the date of
execution of the AGREEMENT and shall continue for one (1) year, unless
terminated earlier by either party for just cause of breach of contract, by
written notice to the other party who must satisfactorily rectify said
information within fourteen (14) days of receipt of said modification, and if
not satisfactorily rectified, then contract shall become terminated. If not
terminated, and if notice of termination is not given within thirty (30) days
prior to the end of the one (1) year period, this AGREEMENT shall extend for
additional periods each of one (1) year consecutive, subject to termination by
written notice from either party to the other, no less than sixty (60) days
prior to the end of the then current term, subject to the same condition to
remedy breach as stated above.
6.02 Provisions of Termination. Upon the expiration or termination of the
AGREEMENT, the ISP shall process orders for the PRODUCT that were placed prior
to the effective date of expiration or termination. The proceeds from sales
processed following termination or expiration shall continue to be distributed
Agreement Page 2 of 4
in the same manner as set forth in Sections 1 and 3. XXXXXXX.XXX and the ISP
agree to perform according to the terms and the spirit of this AGREEMENT until
all existing and pending orders for the PRODUCT placed through XXXXXXX.XXX are
filled and all requests for refunds and replacements (if applicable) have been
satisfactorily honored.
6.03 Warranty of Product. The ISP warrants that the quality of their product or
service complies with, meets or exceeds all governmental laws and regulations,
and that it shall additionally acquire or satisfy any and all governmental
licenses, inspections, and/or approvals that are now or may become during the
term of this AGREEMENT, a prerequisite for the offering for sale or sale of the
PRODUCT. Any cost increases as a result of any of the above changes shall be
applied to the purchase price.
6.04 Client Understanding. The ISP understand that digital representation of ISP
PRODUCT on the Internet may or may not be reproduced with or without the consent
of ISP and/or XXXXXXX.XXX. XXXXXXX.XXX cannot be held responsible for such
unauthorized reproductions.
6.05 Indemnification. In the event that the ISP or any of it nominees, in
pursuit of the obligations created under this or any other agreement between the
ISP and XXXXXXX.XXX, subjects XXXXXXX.XXX or any of its nominees, or both, to
possible regulatory action or sanction by governmental agency of any type or any
ligation concerning copyright, trademark/service xxxx/trade name infringement,
or product or professional liability actions, or any other action, the ISP shall
defend and indemnify in full XXXXXXX.XXX or any of its nominees, or both, for
all costs, fees, penalties, fines, settlements, and judgements incurred by
XXXXXXX.XXX or any of its nominees, or both, including reasonable attorney's
fees, arising as a direct or indirect result of such actions. In the event that
XXXXXXX.XXX or any of its agents or employees in the performance of obligations
under this contract or any other agreement between the ISP and XXXXXXX.XXX
subjects ISP or any of its agents or employees to possible regulatory action or
sanction by governmental agency of any type, or any ligation concerning
copyright, trademark, service xxxx, trade name infringement, or product or
professional liability actions, or any other action, XXXXXXX.XXX shall defend
and indemnify in full ISP or any its agents or employees, of all costs, fees,
penalties, fines, settlements, and judgements, incurred by ISP or any of its
agents or employees, including reasonable attorney's fees, arising as a direct
or indirect result of such actions or omissions.
6.06 Jurisdiction and Venue. The ISP and XXXXXXX.XXX hereby submit to the
jurisdiction of the State of Colorado and agree that the venue is proper in
Denver County, Colorado for all actions arising under this AGREEMENT.
6.07 Governmental Regulations. The ISP and XXXXXXX.XXX shall observe and comply
with all governmental regulations affecting the marketing program referred to in
this AGREEMENT, and the sale of the PRODUCT to the public. XXXXXXX.XXX and the
ISP indemnify and hold the other party harmless form their respective acts or
omissions to act which result in any violation of any applicable governmental
regulation. This indemnity shall cover all reasonable attorney's fees, costs,
damages, fines and judgement arising out of a violation or alleged violation
prosecuted by any governmental agency as a result of the marketing of the
PRODUCT and the sale or shipment of the PRODUCT to the public.
6.08 Governing Law. This AGREEMENT and all maters continued herein shall be
governed under the laws of the State of Colorado. In the event of any dispute
arising out of the terms and conditions of this AGREEMENT, the parties agree to
submit the matter to binding arbitration before the American Arbitration
Association in Denver, Colorado, pursuant to the rules of arbitration of such
organization.
Agreement Page 3 of 4
6.09 Dispute Resolution. The parties hereby agree that all controversies,
claims, and matters of difference between the parties (collectively "disputes")
with respect to the matters covered by this AGREEMENT shall be subject to the
provisions of this paragraph. In the event a party believes a dispute exists,
such party shall notify the other party hereof. If the parties cannot agree on a
resolution of the disputed matter within fifteen (15) days of the party
receiving the aforementioned notice, the parties shall schedule a mediation
session before Judicial Arbitrator Group, Inc. or other mediation service
company approved by the parties, not less than thirty (30) days nor more than
sixty (60) days thereafter to discuss the disputed matter and possible solution.
At the mediation session, the parties should bring with them any evidence or
expert witnesses they deem appropriate to explain their position. If the parties
cannot agree on the mediation service company to conduct the mediation, the
dispute shall be submitted to arbitration in Denver, Colorado according to the
rules and practices of The American Arbitrators Association from time to time in
force, except that insofar such rules and practices are unenforceable under or
are directly supplemented by the Colorado Rules of Civil Procedure or any other
provision of Colorado law then in force such Colorado rules and provisions shall
govern. This submission and agreement to arbitrate shall be specifically
enforceable. Arbitration may proceed in the absence of any party if notice of
the proceedings has been given to such party. The parties agree to abide by all
awards rendered in such proceedings. Such awards shall be final and binding on
all parties to the extent and in the manner provided by Colorado Rules of Civil
Procedure. All awards may be filed with the clerk of one or more courts, State
or Federal, having jurisdiction over the parties against whom such award is
rendered or its property, as a basis of judgement and of the issuance for its
collection. No party shall be considered in default hereunder during the
pendency of dispute resolution, mediation, ro arbitration proceedings relating
to such default. Each party shall bear its own expenses of any dispute
resolution, mediation, or arbitration under this paragraph.
6.10 Fair Meaning Interpretation. This AGREEMENT shall be interpreted and
construed in accordance with the fair meaning thereof, and not strictly for or
against any of the parties hereto.
6.11 Entire Agreement. This writing constitutes the entire understanding between
the ISP and XXXXXXX.XXX and may not be altered or amended except by a written
agreement signed by both parties.
6.12 Binding Effect. The rights and obligations created under this AGREEMENT
shall inure to the benefit and be binding upon the respective successors, heirs
and assigned of the parties to the AGREEMENT.
6.13 No Agency. The parties acknowledge and agree that this AGREEMENT does not
create a partnership. Nor does this AGREEMENT in any way create the relationship
of principal and agent, or any similar relationship, between the parties.
/s/ Xxx X. Xxxxxxxx 6/23/99
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MediaComm Broadcasting Systems, Inc. Date
Xxx X. Xxxxxxxx/CEO
/s/ Xxxx Xxxxxxxx 6/23/99
------------------------------------ ------------------------------------
Image Net, Inc. Date
Xxxx Xxxxxxxx, President
Agreement Page 4 of 4
Welcome to ImageNet's New Account Sign Up Page
Please fill in all fields in the form below, choose a USERNAME and PASSWORD,
then hit the "Submit" button below to start the activation process. In most
cases, the account should be activated within 24 to 36 hours after submitting
this form. Requests submitted on Saturday or Sunday will be processed the
following Monday. You may contact technical support during regular operating
hours (9am to 8pm) to set up accounts by phone on the weekends. If the USERNAME
you select is not available, you will be instructed to return to this page and
select a different USERNAME.
ImageNet Resellers:
If You are an ImageNet reseller, it is important you tell us who you are, and
which company you represent. It is important you provide this information for
proper crediting to you account. There is a place below to provide such
information.
First Name:
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Last name:
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Address (please include a box number, if one exists):
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City, State, Zip:
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Home Phone
(include area code):
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Daytime Phone
(include are code):
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Credit Card "Credit Card" is the most effective way to pay for
How would you like account; choosing "E-mail" generates a statement arriving in
to be billed for your your e-mail which you'll need to send us payment. Please
account? note that in choosing "Pap Billing method incurs an additional $2.00
per invoice charge for handling mailing.
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Credit Card Number:
Credit Card Expiration:
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Name as it appears on
your Credit Card:
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$17.95 (monthly) Unlimited Unlimited access is condition
connections idle for 20 minutes will be disconnected. You will also be d
Choose your if you are on-line for ten consecutive hours. See our policy page for more
Account Type information. Additionally, 20 hour and 60 hour dial up accounts are available
Credit Card payments only, and incur a $1.00 per hour charge after meet limits.
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How did you
hear about us? Computer Store
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Operating System your
computer runs: Windows 98
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ImageNet also offers Electronic Funds Transfer as a form of payment. Please call
our office for additional information.
Not sure what Rate Plan is best for you? Please check our rate here. You can
also read about our most popular account here.
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Select a Username:
6 to 8 alphanumeric (numbers and letters) characters only, (#) cannot start with
a number.
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Select a Password:
(6 to 8 characters only; can be numbers and letters)
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Are you an ImageNet reseller? If so, please tell us who you are, and which
company you represent.
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(#) The username will become your e-mail address, for example:
Thank you for choosing ImageNet as your Internet Service Provider (ISP). Our
Support Staff is available to help with "Everything you need to know about the
Internet," Monday through Friday 8 am till 11 p.m. and Saturday and Sunday 9am
till 8pm.
Please review the information above, then click the submit button below to begin
the process. If you want to begin from scratch and clear all the fields above,
just click on the Clear button below.
If after hitting the "Submit" button, you realize you need to make changes,
please use one of the numbers below to reach our Support Staff who will be glad
to care for your needs.
Submit Reset
New customers will need additional dial-up settings and information to connect
to our service. Activation is only available upon receipt f payment, thus we
encourage you to send your payment as soon as possible. Credit Card payments are
activated the fastest. Please contact our support staff no sooner than 24 hours
after submitting this form. Our support staff will walk new customers through
all necessary settings to connect to our service.
Submit Payments to:
ImageNet., Inc.
000 Xxxx 0xx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
(000) 000-0000 fax
DIAL-UP ACCOUNTS
Dial-up Account Web Hosting Account Domain Accounts ISDN Sign-Up Online
Dial-up accounts are available in hourly programs or unlimited access plans.
Monthly Dial-up Plans:
Standard analog: Unlimited $17.95
60 Hours/Mo. $13.95
20 Hours/Mo. $9.95
* The prices shown here are for credit card payments, automatic withdrawal
payments, and e-mailed invoices only. All mailed invoices carry a $2.00 per
invoice charge. Additionally, the 60 and 20 hour per month dial-up plans are
only available by credit card.
Pay in advance and save $$$
Our dial-up accounts include the following:
Full PPP (Point to Point Protocol) Internet Access
1 POP email account for standard dialup plans.
Browser Software 6MB of server space on the Personal Web Server (for a web page)
Access to our CGI Scripts
Additional Costs are as follows:
Additional e-mail accounts available ($2.00 per email account per month)
Additional time available ($1.00 per hour)
Additional Traffic ($1.00 per 4MB)
IP Address ($10.00 per month)
1-800 Number Dial-up access (fifteen cents per minute)
Invoice by mail ($2.00 per invoice)
* Unlimited access does not allow you to be connected indefinitely.
Users must be at the keyboard. No auto-redial programs may be implemented.
Any violation of these policies will result in additional costs.
