EXHIBIT 6.6
ELINE TECHNOLOGIES SERVICE AGREEMENT
THE CUSTOMER AND ELINE TECHNOLOGIES INC., AGREE THAT ELINE TECHNOLOGIES WILL
PERFORM OR OFFER, FOLLOWING RECEIPT OF APPROPRIATE CREDIT APPROVAL FOR CUSTOMER,
CERTAIN SERVICES FOR THE CUSTOMER, ALL IN ACCORDANCE WITH THIS SERVICE AGREEMENT
AND THE TERMS AND CONDITIONS THAT FOLLOW:
BILLING INFORMATION
XXXXXXXXXX.XXX INC.
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Corporate Legal Name
XXXXXXXXX XX X0X 0X0
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City Province Postal Code
XXXX XXXXXXX
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Contact Name
(000) 000-0000 (000) 000-0000
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Telephone Fax
ORDER SPECIFICATIONS
SERVICE:
100 mbps Ethernet Feed to Radio Tower and the Internet
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Website hosting of Radio Xxxxx.xxx $150.00 (5 GB/month traffic)
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Additional site traffic will be charged at $30.00/1 GB or portion of
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TERMS:
12 Months service contract
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SPECIAL INSTRUCTIONS:
Xxxxxxxxxx.xxx office IP traffic will be billed as per Exhibit 1
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1
THE TERMS AND CONDITIONS BELOW AND ALL ATTACHED SCHEDULES ARE AN INTEGRAL PART
OF XXXXX SERVICES AGREEMENT, ARE ENFORCEABLE AND BINDING, AS BETWEEN ELINE
TECHNOLOGIES AND THE CUSTOMER HAVE BEEN READ BY THE CUSTOMER PRIOR TO EXECUTION
OF XXXXX SERVICES AGREEMENT.
ELINE TECHNOLOGIES INC.
BABAK MAGHFOURIAN PRESIDENT
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Sales Representative Title
/s/ B. Maghfourian Feb 1/2000
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Authorized Signature Date
CUSTOMER
XXXX XXXXXXX FOUNDER
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Sales Representative Title
/s/ Xxxx Xxxxxxx Feb 1/2000
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Authorized Signature Date
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WHEREAS, eLine Technologies INc. is a carrier connected to the Internet. eLine
Technologies Inc. offers data transfer services and connectivity to the
Internet.
WHEREAS, Client seeks to utilize the eLine Technologies Inc. network for its own
purposes;
WHEREAS, the parties acknowledge that the Internet is neither owned nor
controlled by any one entity; therefore, eLine Technologies Inc. can came no
guarantee that any given user shall be able to access the eLine Technologies
network at any given time. eLine Technologies represents that it shall make
every good faith effort to ensure its network is available as widely as possible
and with as little service interruption as possible.
NOW THEREFORE, in consideration of the mutual promises contained herein, the
parties agree as follows:
1. SERVICE
1.1 Supplier agrees to supply the Services in accordance with and subject
to the terms of this agreement. Client subscribes to receive such
services form Supplier and agrees to comply with the terms and
conditions contained in this agreement.
1.2 Throughout the term of this agreement, Client may request in writing
that services be made available at an additional Client site or may
request that additional access feeds or upgraded access feeds to be
provided at an existing Client site. To the extent Supplier can
reasonably accommodate such requests, it shall provide a quote
respecting the fees applicable for such request and specify targeted
start date to Client.
2. DATA TRANSMISSION
2.1 Client may only use Suppliers service for lawful purpose. Transmission
of any material in violation of federal, provincial or local
regulation is prohibited. This may include, but is not limited to
copyrighted material, material legally judge to be threatening or
obscene and material protected by trade secrets.
2.2 Violations of system of system network security are prohibited, and
may result in criminal and civil liability. eLine Technologies will
investigate incidents involving such violations and may involve and
will cooperate with law enforcement if a criminal violation is
suspected. System or network security violations include, but are not
limited to, the following:
o Unauthorized access to or use of data, systems or networks,
including any attempt to probe, scan or test the vulnerability of
a system or network or to breach security or authentication
measures without express authorization of the owner of the system
or network.
o Unauthorized monitoring of data or traffic on any network or
system without express authorization of the owner of the system
or network
o Interference with service to any user, host or network including,
without limitation, mailbombing, flooding, deliberate attempts to
overload a system and broadcast attacks.
o Forging of any TCP-IP packet header or any part of the header
information in an email or a newsgroup posting.
2.3 Sending unsolicited mail messages, including, without limitations,
commercial advertising and informational announcements, is explicitly
prohibited. A user shall not use another site' mail server to relay
mail without the express permissions of the site.
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2.4 Posting the same or similar message to multiple newsgroups (excessive
cross-posting or multiple posting, also known as "SPAM") is explicitly
prohibited.
2.5 Supplier makes no warranties or representations of any kind, whether
expressed or implied for the service it is providing. Supplier also
disclaims any warranty of merchantability or fitness for particular
purpose and will not be responsible for any damages that may be
suffered by the Client, including loss of data resulting from delays,
non-deliveries or service interruptions by any cause or errors. Use of
any information obtained by way of Supplier is the Client's own risk,
and eLine Technologies Inc. specifically denies any responsibility for
accuracy or quality of information obtained through its services.
Connection speed represents the speed of connection and does not
represent guarantees of available end to end bandwidth.
2.6 eLine Technologies Inc. specifically limits its damages to the Client
for any non-accessibility time or other down time to the prorated
monthly charge during the system unavailability. eLine Technologies
Inc. specifically denies any responsibilities for any damages arising
as a consequence of such unavailability.
3. SERVICE PERFORMANCE:
3.1 Each of the services has been designed for the respective performance
targets, including target availability, set out in the relevant
service exhibit. These targets do not include maintenance windows
reserved to allow installation, system upgrades an to add or
reconfigure Clients end users and other customers. The scheduled
maintenance will be arranged based on Client information to minimize
the interference with the Client's use of the services.
3.2 In supplying the services, Supplier shall use all reasonable efforts
to achieve the performance objects in respect of each Service. The
performance objectives apply only to that portion of Services provided
on the Supplier communication system and do not apply to any services
utilizing or interconnecting with facilities provided by other service
carriers.
3.3 If in any full calendar month after service activation and during the
term of this agreement, the Supplier fails to achieve the performance
objectives for a service, the fees for such month shall be reduced to
the pro-rata portion that the actual performance for that month is of
the performance objective for such service.
4. FEES
4.1 Unless otherwise specified, Client agrees to pay all fees as
specified.
5. CUSTOMER OBLIGATIONS
5.1 Client shall ensure that every item of equipment utilized by client
(if not Supplier owned) is technically and operationally compatible
with Supplier equipment and the supplier communication system and
complies with all governmental rules and regulation. Supplier shall
not be obligated to link any Supplier equipment to any customer owned
equipment which does not comply with these regulations and which the
Supplier has not approved.
5.2 Client, in utilizing the services, shall be responsible for ensuring
that no such use adversely affects operation of Supplier communication
systems.
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6. TERMINATION AND SUSPENSION OF SERVICE:
6.1 Supplier may terminate, restrict or suspend the provisioning of serve
to Client forthwith if any fees payable here under are not paid within
ten (10) days of the due date, without notice; and if, 20 days after
written notice has been received.
6.2 Supplier may terminate, restrict or suspend the provisioning of serve
to Client fails to comply with any of its obligations set forth under
this agreement.
7. RENEWAL OF TERM
7.1 Unless otherwise specified the length of the contract shall be as
specified in Exhibit 1.
7.2 No later than 30 days prior to the end of the term, Supplier shall
provide in writing to Client the terms upon which it is prepared to
renew this Agreement for a further term and if Client indicates in
writing to Supplier no later than 15 days to the end of such initial
terms that it wishes to renew the agreement on the terms and
conditions so specified by Supplier, this agreement, subject to all
amendments thereto contained in the renewal notice from Supplier,
shall renew for the further period set out in Supplier's original
renewal notice. If Client fails to indicate its wish to renew upon
such terms and within the time specified, this agreement shall
terminate upon expiry of the initial term with no further rights of
renewal.
7.3 in the event that both parties are agreeable, this contract may be
further renewed on an annual basis under the same or different
conditions and prices.
8. LIMITATION OF LIABILITY
8.1 Where there are omissions, interruptions, delays, errors or defects in
transmission or failures or defects in Supplier's facilities,
Supplier's liability is limited to a refund of charges, on request,
proportionate to the length of time the problem existed, commencing
from the Supplier is advised of the problem. Supplier's entire
liability for any claim arising from any cause whatsoever shall in no
event exceed the monthly fees for the Services which give rise to the
claim.
8.2 The remedies set out in the agreement are in lieu of all other
warranties, representations, conditions, guarantees and remedies
regarding the services and the maintenance thereof and there are no
other warranties, representation, conditions, guarantees or remedies
of any kind whatsoever, either expressed or implied by law or
customer, including but not limited to those regarding
merchantability, fitness for purpose, design, condition or quality.
8.3 Without in any manner limiting the express limitation contained in
section 8, Supplier shall note liable to Client or any of its
servants, agents, contractors, representatives or any third partied
for:
8.3.1 any act of omission of telecommunications carrier whose
facilities are used in establishing connection to points which
Supplier does not directly serve;
8.3.2 defamation or copyright infringement arising from material
transmitted or received over Supplier's facilities;
8.3.3 infringement of patents arising from combining or using Client
provided facilities with Supplier's service; or
8.3.4 any damages, loss of profits, loss of earnings, loss of
business opportunities, real or personal property damage,
personal injury or other loss or special or consequential
damages arising directly or indirectly out of or in connection
with the subject matter of this agreement, including, without
limitations those arising form acknowledge delays or
interruptions in service.
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8.3.5 The foregoing limitation shall apply to all acts or omissions
of Suppliers whether negligent or otherwise which would, but
for this section, give rise to a cause of action in contract.
8.3.6 Supplier does not assume any liability in connection with a
breach by Client of the foregoing obligation or for acts or
omissions of Client which occasion direct, indirect,
incidental or consequential damages to Suppliers communication
system or to other third parties and Client shall indemnify
and hold harmless Supplier for any and all such breaches, act
or omissions.
9. GENERAL
9.1 This agreement forms the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior written
and oral agreements between the parties. Any modification of this
agreement, other than the modifications imposed by any government or
regulatory authority, shall not be valid unless reduced to writing and
agreed to by all parties.
9.2 All rights remedies hereunder are cumulative and not alternative an in
particular Supplier shall be entitled to pursue all of its respective
rights hereunder and a law either consecutively or concurrently and no
rights or interests shall be extinguished or merged by the taking of
judgement for all monies which are or may become due owing pursuant to
this agreement or pursuant to any extension of subsequent agreement
made between Supplier and Client.
9.3 Client shall pay in addition to the fees specified herein, all taxes,
assessments and government charges including but not limited to Social
Service Tax, Excise taxes, Good and Services Tax and any other
applicable tax now or hereafter imposed under the authority of
federal, provincial or municipal; taxing jurisdiction, except taxes on
the income of Supplier.
9.4 Notwithstanding any other terms of this agreement, neither party shall
be liable for any delay, interruption, or fault in the performance of
its obligations hereunder if caused by acts of God, war declared or
undeclared, fire, flood, storm, slide, earthquake, power failure,
inability to obtain equipment, supplies or other facilities not caused
by failure to pay the then prevailing prices, labor disputes or any
similar event beyond the control of the party affected which may
prevent or delay such performance. If any such act or event occurs or
is likely to occur, the party affected shall promptly notify the other
party, giving particulars of the event.
9.5 These parties hereto represent that they have full authority to enter
into the agreement and that no further act or approval is required to
make this agreement binding upon the respective parties should any
portion of this agreement for any reason be held to be void in law,
this agreement should be construed, so far as is possible, as if such
portion had never been contained herein.
9.6 Any notice, payment or other communication required or permitted to be
given or served pursuant to this agreement shall be in writing and
shall be delivered personally or forwarded by first class mail to the
party concerned at the address first set out above and such notice
will be deemed to be received on the day of delivery, if delivery
personally, or three days after posting if mailed.
9.7 This agreement shall be construed and the powers and provisions herein
contained shall be administered, exercised and given effect to
according to the laws of the Province of British Columbia.
9.8 The parties will not reveal divulge or make known the terms and
conditions of this agreement or any document or agreement now or
hereafter execute in connection herewith, other than disclosure that
is required by law or agreed to by the other party.
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EXHIBIT 1
SERVICE SUBSCRIPTION PRICING
TOTAL USAGE CHARGE
<2 Gigabytes/Month $200.00
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<5 Gigabytes/Month $300.00
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<10 Gigabytes/Month $400.00
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<20 Gigabytes/Month $550.00
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<30 Gigabytes/Month $700.00
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<40 Gigabytes/Month $850.00
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<60 Gigabytes/Month $1,000.00
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<80 Gigabytes/Month $1,150.00
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<100 Gigabytes/Month $1,300.00
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<140 Gigabytes/Month $1,500.00
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<180 Gigabytes/Month $1,700.00
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<220 Gigabytes/Month $1,855.00
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<260 Gigabytes/Month $2,030.00
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<300 Gigabytes/Month $2,205.00
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<340 Gigabytes/Month $2,380.00
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<380 Gigabytes/Month $2,555.00
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<420 Gigabytes/Month $2,730.00
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<460 Gigabytes/Month $2,905.00
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<500 Gigabytes/Month $3,080.00
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<540 Gigabytes/Month $3,255.00
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<580 Gigabytes/Month $3,430.00
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<620 Gigabytes/Month $3,605.00
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<660 Gigabytes/Month $3,780.00
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<700 Gigabytes/Month $3,995.00
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