EXHIBIT 10.5 - MATERIAL CONTRACT - WEBSITE HOSTING AGREEMENT
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WEBSCAPE INTERNET MANAGEMENT LTD.
WEBSITE HOSTING
AND MAINTENANCE AGREEMENT
This Agreement for the Hosting and Maintenance of Website ("Agreement") made and
effective upon the execution of this Agreement, by and between Webscape Internet
Management Ltd. ("Webscape") and Branson Jewelry (USA), Inc. ("Customer").
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto agree as follows:
1. Hosting and Maintenance of Website: Webscape agrees to host and maintain
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the Customer's Website (xxx.xxxxxxxxxxxxxxx.xxx) as stated below. Webscape will
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only use content (text, schedules, photos, links, etc.) as provided and directed
by the Customer unless Customer requests other material and Webscape agrees.
2. Payment of Service Fees: Payment shall be made in Canadian dollars to
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Webscape in advance. Service will start on the first day of July, 2001. Billing
cycle shall start on the first day of each month in which services are provided.
You will be invoiced on the first of each month and payment is due at that time.
All initial service fees will be prorated to correspond with this billing cycle
and any difference will be credited toward the next billing invoice. If you are
paying yearly, payment is due when this agreement is executed. If any fees or
charges imposed by the bank for any reason result in Webscape receiving less
than the invoice amount, Webscape will re-invoice Customer for the difference.
If Webscape does not receive payment in full of any invoice within 30 days, then
Customer accepts that Webscape will suspend service(s) with the Customer until
such time as payments are made. If services are suspended, a reactivation fee of
$50.00 will be assessed. Payments in full of any invoice not received within 60
days will result in a termination of service(s) to Customer. In case collection
proves necessary, the Customer agrees to pay all fees incurred by that process.
Either party may cancel this agreement with 30 day written notice. If Webscape
exercises its right to cancel this agreement, Webscape will prorate a refund of
any monies prepaid.
3. Website Updates: Webscape will update Customer's website within seventy-two
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hours of submission of request for update and receipt of all materials necessary
to update the site. Webscape reserves the right to not post any information,
photos or other material that Webscape's management feels is inappropriate or a
threat to individual's privacy and safety. Webscape does not accept
responsibility or liability for inaccuracies, errors, or unsuitable material
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provided by Customer, who is liable for such material. The pricing for all such
service can be found on Webscape's website.
4. Term: This Agreement is effective for a period of 12 months unless and
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until earlier terminated as set forth herein. This Agreement will terminate
automatically if the Customer fails to comply with any of the limitations or
other requirements described herein.
5. Renewal: This Agreement may be renewed on a month-to-month basis after the
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initial 12-month period subject to changes in terms as set forth by Webscape at
the time of each renewal. This Agreement will terminate automatically if the
Customer fails to comply with any of the limitations or other requirements
described herein.
6. Hosting: Webscape will host the client's website on Webscape's servers.
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Webscape makes no guarantees as to the accessibility and function of the website
beyond Webscape's control, including, but not limited to, power outages,
computer failure, user error, and natural disasters. Webscape will control the
website and make all updates and changes to the website per Customer request.
Customer may, upon request made to Webscape, be given direct access to their
website and shall then be allowed to make changes.
7. Maintenance: Webscape will maintain Customer's site, including ensuring its
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constant availability to the World Wide Web, subject only to Section 6 hereof.
Customer will be notified thirty (30) days prior to any changes to the initial
terms. Customer may discontinue service within the thirty (30) day period to
avoid the effects of the changes.
8. Copyrights & Trademarks: Webscape owns all right, title and interest in
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Webscape trade marks, trade names, service marks, inventions, copyrights, trade
secrets, patents, and know-how related to the design, function and provision of
services by Webscape, and in the related hardware and software systems.
9. Domain Name Registration/Transfer: By the registration or transfer of
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Customer's Domain Name on the Internet, Webscape is accepting in good faith that
Customer has the right to use that name. This agreement authorizes Webscape to
proceed with the registration or transfer of the domain name indicated above.
Customer certifies that the use of the requested domain name does not infringe
upon any trademark or any other legal statutes and will indemnify and hold
Webscape harmless from any liabilities or litigation that may arise. Internet
Domain Name Registration covers a 2-year period and must be renewed every 2
years.
10. Limitation of Liability: Under no circumstances and under no legal theory,
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whether in tort, contract, or otherwise, shall Webscape be liable to the
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Customer or any other person for any indirect, special, incidental, or
consequential damages of any character including, without limitation, damages
for loss of goodwill, work stoppage, computer failure or malfunction, or for any
and all other damages or losses. In no event will Webscape be liable for any
damages in excess of the list price Webscape charges for it's product or
service, even if Webscape shall have been advised of the possibility of such
damages. Webscape will not be liable for any damages arising out of the
Customer's use or misuse of a Webscape Website and anything posted to the
Website, including, but not limited to any non-public, private information or
material or any illegal information or material.
11. Sole Agreement: This agreement represents the entire understanding of all
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parties with respect to the subject matter outlined and supersedes all previous
discussions and correspondence with respect thereto, and no representations,
warranties or agreements, express or implied of any kind with respect to such
subject matter have been made by either party to the other beyond that which is
contained herein. Webscape retains the right to modify this agreement as may be
necessary due to changes in the law, Internet practices, etc.
12. Authorization: By execution of this Agreement, Customer agrees to fully
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abide by all terms, conditions, rules, and regulations as described in this
Agreement and authorizes Webscape to begin work on the services requested.
Customer acknowledges that all sales are final. This agreement becomes effective
only when signed by a Webscape officer. The Customer also acknowledges that
Customer's identification is accurate, correct and that he/she is of contractual
capacity under the laws of the state in which Customer resides.
13. Warranty Disclaimer: Webscape's warranties set forth in this agreement are
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exclusive and are in lieu of all other warranties, express or implied, including
but not limited to, the implied warranties of merchantability and fitness for a
particular purpose.
14. Notice: Any notice required by this Agreement or given in connection with
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it, shall be in writing or by Email.
If to Webscape: Webscape Internet Management, Ltd.
#000-0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx, X0X 0X0
xxxx@xxx-xxxxx.xxx
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If to Customer: Branson Jewelry (USA), Inc.
0000 0xx Xxxxxx Xxxxx
0
Xxxxxxx, Xxxxxxxxxx
XXX, 00000
xxxxxx@xxxxxx.xxx
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15. Governing Law: This Agreement shall be construed and enforced in accordance
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with the laws of Canada and the Province of British Columbia.
16. No Assignment: Neither this Agreement nor any interest in this Agreement
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may be assigned by Customer without the prior express written approval of
Webscape.
17. Severability: If any term of this Agreement is held, by a court of
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competent jurisdiction, to be invalid or unenforceable then this Agreement,
including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had never been included.
18. Headings: Headings used in this Agreement are provided for convenience only
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and shall not be used to construe meaning or intent.
19. Signature: By signing below, the Customer consents to be bound by and
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become a party to this Agreement.
BRANSON JEWELRY (USA), INC. WEBSCAPE INTERNET
MANAGEMENT, LTD.
/s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxx
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Authorized Signature Authorized Signature
Date: Date:
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