VISP WEB SITE BUILDING AND HOSTING AGREEMENT
This Agreement is made on this 12th day of May 2003 by and between
XxxxXxxXxxx.xxx, Inc., a New York Corporation; with its principle office located
at 000 Xxxxx 000, Xxxxxx, XX 00000 ("Provider") and Kingdom Connect, Inc., a
Corporation with its principle office located at 0000 Xxxxxxxxx Xxx, Xxxxxx, XX
00000 ("KCI").
Whereas, Provider is in the business of providing websites and internet
connectivity which may be Private Labeled or offered as same service.
Whereas KCI wishes to purchase the services of Provider on behalf of KCI's
customers.
Whereas, Provider agrees to provide VISP setup, maintenance, and technical
support services for five thousand (5,000) websites for KCI's customers over the
next five years.
Be it agreed on this day that the following agreement will govern the
relationship between our two companies.
1 TERM
This agreement shall be for a term of five years from the date of this document.
This agreement shall renew automatically each year thereafter, unless either
party serves written notice of its intention not to renew, on the other at least
90 days prior to the expiration of the then current term of this agreement.
2 PROVIDER'S REPRESENTATIONS
Yournetplus, one of the largest private label internet service providers in the
United States agrees to allow us to prepay for our customers all set up,
development, maintenance, and service fees associated with five thousand VISP
websites for the customers of KCI at no charge to the customer (churches).
Provider represents that these fees normally are charged to the customer
according to the following schedule:
$299.00 one time start-up and developmental fee due at contract signing
$29.95 monthly maintenance and service fee
24/7 "800" Number Customer Service / Tech Support $25.00 per month for private
labeled service and Free for the first 90 days for generic service. If the ISP
does not have 250 users within the first 90 days we will charge $25.00 each
month thereafter.
3 PROVIDER'S RESPONSIBILITIES
Provider agrees to provide KCI with VISP Private labeled website building and
maintenance capabilities.
Deliverables shall include:
Sales collateral materials including brochures and flyers to help KCI sign
customers to the service.
A fully staffed back end including; Billing, real time credit card transactions,
administrative reports, Customer and technical support, Online Customer Account
Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses,
vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled
Internet portal for KCI and include an affiliate program.
KCI's Customers will receive an initial VISP web site setup including 5Mbs of
storage space, maintenance of the site, technical support, and any services
necessary for use of the site for no charge.
4 KCI'S RESPONSIBILITIES
To market Private Labeled Service to retail and wholesale clients of KCI.
KCI, its officers, directors, employees and any authorized sub-licensee will (I)
conduct their business in an honest, professional and ethical manner and (ii)
not commit any action or omission to act which could adversely affect PROVIDER,
its name, reputation or ability to conduct its business. KCI shall promptly and
fully cooperate with Provider to address and resolve all issues, problems,
administrative procedures, End User complaints, regulatory investigations or
inquiries or any other circumstances arising from KCI's use of Provider's
services.
5 PROPRIETARY INFORMATION
The parties understand and agree that the terms and conditions of this
Agreement, all documents and invoices and all communications between the parties
regarding this Agreement or the Service to be provided as well as such
information relevant to any other agreement between the parties (collectively
"Confidential Information"), are strictly confidential between KCI and Provider.
For purposes of this Agreement, "Confidential Information" shall mean
information in written or other tangible form specifically labeled as such when
disclosed by a Party. Confidential Information shall remain the property of the
disclosing Party. A Party receiving Confidential Information shall: (1) use or
reproduce such information only when necessary to perform this Agreement; (2)
provide at the least the same care to avoid disclosure or unauthorized use of
such information as it provides to protect it's own Confidential Information
and; (3) limit access to such information to it's employees or agents who need
such information to perform this agreement. Not withstanding anything to the
contrary contained herein, a Party shall be allowed to disclose Confidential
Information pursuant to judicial or governmental order or if otherwise required
to do so by law.
KCI pledges that it will not circumvent the relationships among venders,
providers and clients developed by Provider either directly or indirectly,
during the contract period and for a period of up to 2 (two) years following
termination of this contract
7 CONSIDERATION TO PROVIDER
Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A
Preferred Stock. Such stock issued assuming ten million (10,000,000) shares
total issued and outstanding and to be adjusted accordingly to represent the
same percentage should a different number be outstanding. Once the common stock
has been registered, or, after the one year period applicable under Rule 144,
whichever occurs first, the Company at its sole cost and expense have its
attorney issue an opinion letter for removal of the legend and release all stock
transfer instructions on the common stock, except as maybe required under Rule
144. In the event the Company fails to have its attorney issue the required
opinion letter within 20 days of a written request from XxxxXxxXxxx.xxx or its
nominee, the Company shall be liable for liquidated damages in the amount of 10%
interest per 30 days on the value of the shares based on the closing bid price
of the Company's common stock on the 20th business day following the date it
receives written notice from XxxxXxxXxxx.xxx or their nominee. The damages shall
accrue until the transfer agent receives the opinion letter
8 ASSIGNMENT
This Agreement shall be binding upon the parties and their respective successors
and assigns; provided, however, that no rights or obligations hereunder,
including but not limited to Licensee's Subscriber accounts, shall be assigned
or transferred, in whole or in part, by either of the parties hereto to any
person, firm or corporation without prior written consent by the other party,
which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, either party may assign this Agreement, without
the prior consent of the other party, to any person, partnership, firm or
corporation affiliated by common ownership with the assigning party, acquiring
all or substantially all of such party's assets or, in the case of PROVIDER,
acquiring any assets of PROVIDER associated with its wholesale Internet access
and services business.
9 ENTIRE AGREEMENT
The parties have read this Agreement and all of its Schedules, Exhibits and
attachments and agree to be bound by its terms, and further agree that it
constitutes the complete statement of the Agreement between them which
supersedes all other agreements, covenants, representations or proposals, oral
or written, and all other communications between them relating to the subject
matter of this Agreement. In the event of a conflict between the terms and
conditions of this Agreement and any Amendments to this Agreement, the terms and
conditions of the Amendment(s) shall prevail. In the event of a conflict
between the terms and conditions of this Agreement and any Schedules to this
Agreement, the terms and conditions of this Agreement shall prevail.
10 SEVERABILITY
Should any part of this Agreement for any reason be declared invalid by order of
any court or regulatory agency, such order shall not affect the validity of any
remaining portion, which shall remain in force and effect as if this Agreement
had been executed with the invalid portion eliminated, and it is hereby declared
the intention of the parties that they would have executed the remaining portion
of this Agreement without including therein any such part or portion which may,
for any reason, be hereafter declared invalid.
11 CONTROLLING LAW AND ARBITRATION
All questions regarding the validity, interpretation, performance and
enforcement of the provisions of this Agreement shall be governed by the laws of
the state of New York. Any controversy or claim arising out of, relating to or
in connection with this Agreement that has not been resolved through the
informal mediation of the parties shall be resolved through arbitration pursuant
to the Commercial Arbitration Rules of the American Arbitration Association then
in effect, as modified by the terms set forth below: (a) the arbitration shall
be conducted in New York state; (b) the arbitration shall be conducted by a
single arbitrator selected by the parties; (c) the parties shall act in a
commercially reasonable manner and speedily select and then conduct the
arbitration within 45 days with the expenditure of minimal discovery efforts and
expense which shall be determined, if necessary, by the arbitrator. The
agreement to arbitrate shall be specifically enforceable under prevailing New
York law. Any award rendered by the arbitrator shall be binding and enforceable
by any party to the arbitration and judgment shall be rendered upon it in a
court of competent subject matter jurisdiction located in New York.
12 REGULATION FD
Regulation FD's public disclosure requirements include that material information
must be disclosed to all shareholders at the same time. Both companies
recognize that the signing of this Agreement creates a relationship that may be
considered material news to both companies' shareholders. For full compliance
with Reg. FD, an issuance of a news release may be required. By signing this
agreement, both parties authorize a nationally recognized wire service to
distribute a release regarding this agreement, drafted by Kingdom Ventures.
Yournetplus shall have the opportunity to review and approve any press release
before it is distributed.
13 KCI AUTHORIZATION
KCI represents that the person executing this Agreement has been duly authorized
by KCI to execute KCI to the terms and conditions contained herein. KCI, with
full knowledge of all terms and conditions herein, are not in conflict with any
law or the terms of any charter or bylaw or any agreement to which KCI is a
party or by which it is bound or affected.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on behalf of each other by a person with full power and authority to bind such
party.
Kingdom Connect, Inc. XxxxXxxXxxx.xxx
"KCI" "PROVIDER"
By: /s/ Xxxx Xxxxxxx By /s/ Xxxxx Dim
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Print Name: Xxxx Xxxxxxx Print Name: Xxxxx Xxxx
Title: CEO Title: President
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Date: 5/12/03 Date: 5/12/03
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