Exhibit 10.1
ADVERTISING/WEB EXPOSURE AGREEMENT
BETWEEN
ZYON TECHNOLOGY (xxx.xxxxxxxxxxxxxx.xxx)
AND
VERVE VENTURES INC (xxx.xxxxxxxxx.xxx)
This Advertising Agreement ("Agreement") is effective as of February 1, 2011
(the "Effective Date"), and is by and between VERVE VENTURES INC., a Nevada
corporation ("Verve") and ZYON TECHNOLOGY., a United Kingdom corporation
("Zyon").
A. PURPOSE. ZYON TECHNOLOGY provides Companies with web based Advertising. Verve
Ventures Inc is a waste management company that offers junk removal services
with environmental benefits. ZYON TECHNOLOGY will also use Search Engine
Optimization (SEO) and other web-based marketing to help increase the visibility
of the Verve website: xxx.xxxxxxxxx.xxx.
B. SERVICE AGREEMENT. ZYON TECHNOLOGY shall deliver a total of 12 months of
advertisement/SEO services.
C. DATA AND MATERIAL. ZYON TECHNOLOGY shall provide to Verve a list of the URL's
with the most visits by Subscribers occurred during each calendar month during
the Term. Such list shall be provided in CD-ROM format within seven (10) days
after the end of the applicable month. Additionally, ZYON TECHNOLOGY shall
provide to Verve the Subscriber tracking data (which shall not include
Subscriber usernames, email addresses or any personally identifiable
information) collected by ZYON TECHNOLOGY for the twenty-four (24) hour periods
as follows: the first period to be on or about seven days after the Effective
Date, and subsequent periods on or about the seventh day of each month during
the Term. Such data shall be unformatted and provided electronically or on other
media to be mutually agreed upon by the parties. All information provided under
this Section shall be considered ZYON TECHNOLOGY Confidential Information,
provided, that Verve shall have the right to use such data for Verve's internal
business purposes.
D. PAYMENT. In consideration of the advertisement, impressions and data provided
hereunder, Verve shall pay ZYON TECHNOLOGY a total of $1,000.00 USD (One
thousand, dollars). This payment will transpire and be owed to ZYON TECHNOLOGY
every 60 days beginning on the day Verve supplies corporate data and material
for ZYON TECHNOLOGY.
E. TERM. The term of this Agreement (the "Term") will begin on the Effective
Date and will continue until January, 1 2012 or such earlier date on which ZYON
TECHNOLOGY has delivered the Impressions hereunder and has provided Verve with
the applicable data set forth in this agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
Their duly authorized representatives.
VERVE VENTURES INC. ZYON TECHNOLOGY
By: /s/ C. Clitheroe By: /s/ X. X'Xxxxx
--------------------------------- ---------------------------------
Name: Xxxxxxxxxxx Clitheroe Name: Xxx X'Xxxxx
Title: Director Title: Director
Date: 1/1/2011 Date: 1/1/2011
[INTENTIONALLY LEFT BLANK]
TERMS AND CONDITIONS
1. PAYMENT. ZYON TECHNOLOGY shall provide to Verve on a monthly basis within
fifteen (15) days following the last day of the month a report indicating the
number of Impressions delivered during such month and the applicable amounts
due. Verve shall make the applicable payment within thirty (30) days after
receipt of such report. All payments shall be made in U.S. dollars. Verve shall
pay, and indemnify and hold ZYON TECHNOLOGY harmless against, all sales, use,
excise, value-added or similar tax, fee or duty not based on ZYON TECHNOLOGY's
net income, including any penalties and interest, as well as any costs
associated with the collection or withholding thereof, levied on any of the
activities conducted or payments made by Verve hereunder.
2. LICENSE OF VERVE MATERIALS. Verve hereby grants to ZYON TECHNOLOGY a
non-exclusive, on-transferable, royalty-free license to use, reproduce, display,
transmit, and redistribute Verve's and Verve's companies' advertising creative
and related materials ("Verve Materials") during the Term solely in furtherance
of ZYON TECHNOLOGY performance under this Agreement. The foregoing license shall
terminate automatically upon the expiration of the Term or other termination of
this Agreement.
