PLUS NET, INC.
00000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Dated as of January 15, 1999
BABENET, LTD.
0000 XxXxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000-0000
Gentlemen:
This letter sets forth the basic terms of the agreement (the
"Agreement")between Plus Net, Inc., a California corporation ("Company"), and
Babenet, Ltd., a California corporation ("Client"), relating to the processing
of financial transactions.
SECTION 1. TRANSACTIONS. Subject to the terms and conditions
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contained herein, Company shall process all financial transactions on behalf of
Client that result from services provided by websites developed and maintained
by Client.
SECTION 2. FEES. Client agrees to pay Company the following fees
on all financial transactions that the Company processes:
Discount Rate: REDACTED
Transaction fee: REDACTED per transaction
SECTION 3. OFF SETS. Client expressly authorizes Company to deduct
or retain from any payments due to Client sums equal to any chargebacks,
credits, fees or adjustments due from Client.
SECTION 4. TERM. This Agreement shall be effective as of the date
of execution by both parties and shall extend for a period of one (1) year.
SECTION 5. REPRESENTATIONS AND WARRANTIES. (a) Client hereby
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represents and warrants that (i) Client has the right, power and authority to
enter into this Agreement and the execution, delivery and performance by Client
of its obligations hereunder have been duly authorized by all necessary action,
(ii) this Agreement is the legal, valid and binding obligation of Client in
accordance with its terms.(b) Company hereby represents and warrants that (i)
Company is a California corporation duly organized, validly existing and in good
standing under the laws thereof, (ii) Company has the right, power and authority
to enter into this Agreement and the execution, delivery and performance by
Company of its obligations hereunder have been duly authorized by all necessary
corporate action, (iii) this Agreement is the legal, valid and binding
obligation of Company in accordance with its terms.
Babenet
January 15, 1999
Page Two
SECTION 6. ACCOUNTING. Statements with respect to transaction
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processing will be rendered on a monthly basis. Each statement shall show in
summary form the calculation of Company receipts processed on behalf of Client
and remit payments due to Client. Accurate accounting records relating to all
transactions processed shall be maintained at Company's headquarters. Such
records shall be available for audit on three weeks notice, at reasonable times
during business hours, to an accounting firm acting on behalf of Client.
SECTION 7. MISCELLANEOUS. This Agreement expresses the entire
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understanding of the parties hereto and replaces any and all former agreements,
understandings or representations relating in any way to the subject matter
hereof, and is binding upon Client and Company. No amendment or waiver of any
provision of this Agreement, shall in any event be effective unless the same
shall be in writing and signed by Client and Company, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purposes of which given. Client and Company shall from time to time execute,
acknowledge and deliver such instruments, notices, instructions and other
documents as may be necessary and proper to evidence, maintain, effectuate,
implement or defend any and all of the rights of the parties under any provision
of this Agreement.
SECTION 8. ASSIGNMENT. Client may not assign this Agreement without
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the express written consent of Company which will not be unreasonably withheld.
SECTION 9. NO PARTNERSHIP. Nothing contained herein shall
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constitute a partnership between, or joint venture by, the parties hereto or
constitute either party the trustee, fiduciary or agent of the other (except as
may be expressly provided to the contrary elsewhere herein).
Section 10. Notices. All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telecopy, telax or cable
communication) and mailed, telegraphed, telecopied, telexed, cabled or
delivered, if to:
CLIENT: Babenet, Ltd.
0000 XxXxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxxxxx
Babenet
January 15, 1999
Page Three
COMPANY: Plus Net, Inc.
00000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and communications
shall, when mailed, telegraphed, telecopied, telexed or cabled, be effective
when deposited in the mails, delivered to the telegraph company, transmitted by
telecopier, confirmed by telex answerback or delivered to the cable company,
respectively.
SECTION 11. EXECUTION IN COUNTERPARTS. This Agreement may be
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executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
SECTION 14. GOVERNING LAW. This Agreement shall be governed by, and
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construed in accordance with, the laws of the State of California.
Very truly yours,
PLUS NET, INC.
By: /s/ Xxxxx X.Xxxxxxxx
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Xxxxx X.Xxxxxxxx
President
Accepted and Agreed:
BABENET, LTD.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
President
