[Logo]
Pi Graphix, Inc.
WEBSITE DESIGN, BUILD AND MAINTAIN AGREEMENT
Schedule of Design, Format and Specification
This Agreement, including, without limitation, the attached Terms and
Conditions (collectively, Agreement) is made and entered into by and between
Pi Graphix, Inc., ("Pi Graphix"), with an address at 000 Xxxxxxxxx Xxx.,
Xxxxxx, Xxxxxxxxxx, 00000 and the client identified below ("Merchant").
Client: Leavans Awards Co., Inc. Address: 00 Xxxxxx Xxxxxx /P.O. Box 1210
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City: Attleboro State: MA Zip: 02703
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Contact: Xxx Fleet/Xxx XxXxxxxxxx Phone: 000-000-0000 Fax: 000-000-0000
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Pi Graphix to provide the following:
1. Pi Graphix will create digital content to serve as Merchant's
library and display gallery, for the Ambassador Recognition
program.
2. Content from the library will be deployed to display 12 levels of
the Merchant's Ambassador program at xxx.xxxxxxxxxxxxx.xxx
3. Content for the Library will consist of
- 360 degree rotation of products. Each rotation consists of 28 to 32
digital images. Resolution and detail to be digitally enhanced to
provide optimum clarity. Blue screen technique allows for insertion
of custom background. Complete file includes driver for non plugin
viewing on Java based browser (Explorer or Netscape 3.0 or newer)
- Partial rotation of products. Each partial rotation consists of 10
to 32 digital images. Resolution and detail to be digitally
enhanced to provide optimum clarity. Blue screen technique allows
for insertion of custom background. Complete file includes driver
for non plugin viewing on Java based browser (Explorer or Netscape
3.0 or newer)
- Still product shots. Each product display consists of 1 digital
image. Resolution and detail to be digitally enhanced to provide
optimum clarity. Blue screen technique allows for insertion of
custom background.
- Audio clips. Pi Graphix offers non plug-in audio files (maximum length
- 30 seconds per file, $120 to $150 per file). Client provides the
recording; Pi converts and deploys the audio.
Corporate Xxxxxx
000 Xxxxxxxxx Xxx. - Xxxxxx - Xxxxxxxxxx 00000
000 000-0000 - fax 000 000-0000 - e-mail xxxxx@xxxxxxxxx.xxx - xxx.xxxxxxxxx.xxx
4. Pi shall create the content and site in accordance with the design meeting
dated to be determined and attended by ______________________.
5. Pi Graphix shall implement parallel navigation for main, sub and asset
pages, if applicable.
6. Pi Graphix to provide Merchant with detailed pricing proposals for Internet
or Intranet access to Programs for Merchants clients. Merchant to provide
written work orders to Pi Graphix for all such sub-contracts.
7. Merchant to deliver and pick up all materials, subjects and products to be
displayed at the Site.
Merchant to provide:
1. Text for all merchandise with complete description suitable for catalog
copy. Include vendor part numbers, product weight, price, etc. Specify 1
contact person for all decisions and approvals.
2. Authorize a minimum of 5 sub-contracts with five different clients
(ambassador and/or custom) with in 6 months of completion of this
project.
Contract Price - Pi Graphix agrees to deliver the above listed products and
services for $34,000.00. $5,000.00 deposit on signing, balance upon receipt
of monthly invoice. If Merchant executes contract prior to Sept. 23, 1998 Pi
Graphix will deduct 10% from the contract amount. Merchant to provide written
work orders to Pi Graphix for all sub-contract work. Pi Graphix shall invoice
Merchant monthly
CLIENT HAS READ AND AGREES TO ALL OF THE ATTACHED TERMS AND CONDITIONS. THIS
AGREEMENT SHALL BE EFFECTIVE WHEN EXECUTED BY AUTHORIZED REPRESENTATIVES OF
MERCHANT AND PI GRAPHIX
PI GRAPHIX INC. MERCHANT
By: XXXXXXXX WEISDORN By: XXXXX X. FLEET
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(Signature) (Signature)
Xxxxxxxx Weisdorn Xxxxx X. Fleet
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(Name) (Name)
Sept. 22/98 September 24, 1998
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(Date) (Date)
Corporate Xxxxxx
000 Xxxxxxxxx Xxx. - Xxxxxx - Xxxxxxxxxx 00000
000 000-0000 - fax 000 000-0000 - e-mail xxxxx@xxxxxxxxx.xxx - xxx.xxxxxxxxx.xxx
WEBSITE DESIGN, BUILD AND MAINTAIN AGREEMENT
THIS AGREEMENT, together with the schedule of design, format and
specifications (the "Schedule of design"), (collectively "Agreement") is
entered into this 1st day of October, 1998, between PI GRAPHIX, INC., ("Pi
Graphix") and Xxxxxxx Awards Co., Inc. ("Merchant").
WHEREAS, Pi Graphix has developed a format for web sites on the World
Wide Web ("WWW") portion of the Internet to serve as an Online
Store/Electronic Catalogue for retailers and wholesalers of products (the
"Site"). Pi Graphix wishes to provide Merchant with access to its own Site
for the purpose of displaying its products and other related services on the
Internet and/or Intranets.
Pi Graphix is the owner and developer of certain software and
interactive technology, which when utilized and displayed on the Site, will
permit users to shop and select Merchant's products;
Merchant is in the business of displaying, selling products and/or
services and desires Pi Graphix to build a site for the Merchant.
THEREFORE, in consideration of the mutual covenants set forth herein, Pi
Graphix, and Merchant hereby agree as follows:
TERM - This Agreement shall have an effective date commencing on the date of
signature hereof. During the term and upon the payment of the costs and fees
in accordance with the Schedule of design, Merchant shall have an exclusive,
non-transferable license to advertise, market and administrate recognition
programs and products in utilizing the services offered by Pi Graphix subject
to the provisions hereunder. The initial term of this Agreement shall run
through and including thirty-six (36) months from the date of the initial
Participation Agreement (the "Initial Term"). Thereafter, this Agreement and
the Services provided hereunder shall be automatically renewed for a period
of twelve (12) months (individually, a Renewal Period) without further notice
unless the Agreement is terminated as set forth herein. In the event the
Merchant enters into a subsequent agreement with Pi Graphix to renovate
and/or restock the Merchant Listing, this agreement is deemed to be willingly
terminated by both parties on the date such subsequent agreement comes into
effect.
NO FULFILLMENT OBLIGATIONS - Except as otherwise provided for and agreed to
herein, Pi Graphix shall have no responsibility or obligation with respect to
the fulfillment of goods or services ordered from the Site, and all
fulfillment-related tasks shall be performed by Merchant.
MERCHANT LISTING DESIGN - Merchant must define all merchandise with complete
descriptions suitable for catalogue copy. Merchant shall include vendor part
numbers, product weight, price, etc. A sample of each product shall be
supplied to Pi Graphix prior to start of merchant sample Listing. Pi Graphix
will transmit to Merchant for Merchant's approval a sample Merchant Listing
("Sample Listing"). Upon Merchant's written approval of the Sample Listing,
Pi Graphix shall complete the corresponding Merchant Listing and database and
prepare for installation of same on the Site. Time is of the essence with
regard to the foregoing. To meet production deadlines, Pi Graphix shall
accommodate only 1 set of minor merchant generated revisions. Merchant agrees
to pay to Pi Graphix for storefront creation and product animation charge as
per the contract price.
OPERATION OF BUSINESS - At all times on and after the commencement date of
this Agreement together with the opening of Merchant's premises on the Site,
Merchant shall conduct its business with a business-like standard and in
reputable manner, with an adequate staff and full stock of merchandise.
LIMITED WARRANTY - Pi Graphix warrants that its services will be rendered in
a competent, professional manner. Pi Graphix does not warrant and
specifically disclaims any representation that the Site, the Services, or the
Merchant Listing will meet Merchant's specific requirements or that
Merchant's use will be continuously uninterrupted or error-free. Pi Graphix
shall not be responsible in any way for the contents of any Merchant Listing.
Merchant is entirely responsible for such contents and any and all
obligations with respect to Merchant's customers or potential customers.
Merchant agrees that it shall include any and all proprietary notices of
third parties in materials supplied to Pi Graphix for a Merchant Listing.
Except as expressly set forth in this paragraph, Pi Graphix disclaims all
other express and implied warranties, including, but not limited to, implied
warranties of merchantability and fitness for a particular purpose. Pi
Graphix's limited warranty set forth herein is in lieu of any and all
liabilities or obligations of Pi Graphix for damages arising out of, or in
connection with, the Site, the Services and the Merchant Listing.
Corporate Xxxxxx
000 Xxxxxxxxx Xxx. - Xxxxxx - Xxxxxxxxxx 00000
000 000-0000 - fax 000 000-0000 - e-mail xxxxx@xxxxxxxxx.xxx - xxx.xxxxxxxxx.xxx
LIMITATION OF LIABILITY - Pi Graphix will not be responsible to Merchant or
any third parties, under any circumstances for indirect, incidental,
consequential, special, punitive or exemplary damage or losses which Merchant
may incur in connection with the Services or Merchant Listing or otherwise,
regardless of the type of claim or the nature of the cause of action, even if
Pi Graphix has been advised or is aware of the possibility of such damage or
loss. In no event shall Pi Graphix's liability for direct damages by
Merchant, for any reason, and upon any cause of action, arising from or
relating to this Agreement, or the subject matter hereof exceed the license
fees paid to Pi Graphix by Merchant hereunder.
CONFIDENTIALITY - Pi Graphix covenants and agrees that it will not disclose
the identities or addresses of persons who register with the Site to any
third party. Including, without limitation, any other merchant, except as
reasonably necessary to fulfill the terms of this Agreement, or use
information regarding or supplied by Merchant, for Pi Graphix's own purposes.
Provided, Pi Graphix reserves the right to disclose general information,
regarding number of sites and the demographics of users accessing the Site or
some portion thereof.
PROPRIETARY RIGHTS; INDEMNIFICATION - Merchant agrees and acknowledges that
Pi Graphix and its suppliers own all rights, title and interest in and to the
Site, subject only to Merchant's rights in and to the information and content
supplied by Merchant hereunder. Merchant agrees to defend, and indemnify and
hold harmless Pi Graphix and its owners, proprietors, officers, shareholders,
directors, employees, affiliates and subsidiaries from and against any and
all claims, proceedings, damages, injuries, liability, losses, costs and
expenses (including, without limitation, reasonable attorneys' fees) arising
out of or relating to any acts by Merchant, undertaken in connection with the
Site. Including, without limitation, those arising out of or related to a
breach of any Merchant warranty, any Merchant Listing, or information or
content which Merchant supplies to Pi Graphix hereunder.
PROPRIETARY RIGHTS; NO GRANT OF RIGHTS - Nothing in this Agreement shall be
construed to convey to Merchant any interest whatsoever in the Site
including, without limitation, any HTML, QuicktimeVR or JAVA, etc. programs
developed hereunder.
PROPRIETARY RIGHTS; GENERAL - Merchant represents and warrants to Pi Graphix
that Merchant owns or otherwise has the right to convey to Pi Graphix all
information and content provided to Pi Graphix and that such information and
content does not infringe on the rights of any third party. Merchant
represents and warrants that it has obtained, and currently holds, any and
all grants of rights from third parties which may be required to display
text, graphics or other materials in a Merchant Listing as specified by
Merchant. Merchant represents and warrants that it has set forth or described
in the Participation Agreement, any and all requirements of Merchant's
suppliers, if any, with respect to content and form of materials to be used
in any Merchant Listing including, without limitation, any requirements with
respect to intellectual property rights and/or notices. Pi Graphix reserves
the right not to exhibit on the Site any image or Merchant has provided text
for which Pi Graphix, in its sole discretion determines is inappropriate or
lacks adequate information.
TERMINATION - Notwithstanding anything to the contrary herein, Pi Graphix, or
the merchant may terminate this Agreement only when a breach of the contract
has been committed by the terminated party. In this event the termination
shall become effective immediately. In the event Pi Graphix breaches the
terms of the contract leading to termination prior to the expiration of the
contract term, then all information relating to merchant's clients, client
programs and product/services are to remain in strict confidence. There is to
be no direct, or indirect, communication with the merchant's clients for a
period of twelve (12) months after the termination effective date.
MISCELLANEOUS
NOTICES - Any notice or other communication required or desired to be served,
given or delivered hereunder shall be in writing and shall be deemed to have
been duly served given or delivered, upon personal delivery upon deposit
(within the Continental United States) in the United States Mail, with proper
postage or other prepaid and addressed to the party to be notified as per the
attached Participation Agreement or such other address or addresses of which
either party may notify the other party in writing in the manner prescribed
herein.
SUCCESSORS AND ASSIGNS - Subject to the foregoing restrictions, this
Agreement shall inure to the benefit of this Pi Graphix and is not assignable
by Merchant and shall bind the heirs, executors, personal representatives,
successors and assigns of the respective parties hereto.
SEVERABILITY - The Provisions of this Agreement are intended to be severable.
If any term or provision of this Agreement is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
GOVERNING LAW - This Agreement shall be governed by the laws of the State of
California and any questions arising hereunder shall be construed or
determined according to such law. Headings at the beginning of each numbered
paragraph of the Agreement are solely for the convenience of the parties and
are not a part of this Agreement.
Corporate Xxxxxx
000 Xxxxxxxxx Xxx. - Xxxxxx - Xxxxxxxxxx 00000
000 000-0000 - fax 000 000-0000 - e-mail xxxxx@xxxxxxxxx.xxx - xxx.xxxxxxxxx.xxx
ATTORNEY'S FEES - If any party should bring legal action to construe or
enforce any of the terms or conditions of this agreement, the prevailing
party in that action shall be entitled to recover reasonable attorneys' fees
from the non-prevailing party, together with all costs, expenses and
reasonable attorneys' fees incurred in enforcing any judgment entered therein
or in an appeal therefrom.
SEPARATE COUNSEL - Each party hereto acknowledges that he has been offered
the opportunity to have this Agreement reviewed by such parties independent
counsel and, by such party's signature to this agreement, covenants and
warrants that each has either: (a) Had separate and independent counsel
review this Agreement, and such party so fully understands and is satisfied
with the Agreement; or (b) Has knowingly waived its right to have separate
and independent representation and counsel and such party fully understands
and agrees to be bound by the Agreement.
ENTIRE AGREEMENT - This Agreement contains the entire agreement of the
parties with respect to the matters covered herein, and no other agreement,
statement, or promise made by any party which is not contained herein shall
be binding or valid. This Agreement may be modified or amended only by
written instrument duly executed by all parties hereto.
COUNTERPARTS - This Agreement may be executed in several counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute a single instrument.
Pi Graphix Xxxxxxxx
XXX Sept. 22/98 JF 9/24/98
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(Initial & date) (Initial & date)
Corporate Xxxxxx
000 Xxxxxxxxx Xxx. - Xxxxxx - Xxxxxxxxxx 00000
000 000-0000 - fax 000 000-0000 - e-mail xxxxx@xxxxxxxxx.xxx - xxx.xxxxxxxxx.xxx
