EXHIBIT 6
SOFTWARE LICENSE AGREEMENT
--------------------------
THIS AGREEMENT is entered into this May 31st, 1999.
BETWEEN: Healthnet USA Inc. with offices at Xxxxx 000, 0000 Xxxx Xxxxxx Xxx.,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx.
(the "Licensee")
AND
Webcast Systems Inc. with offices at Xxxxx 000, 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx.
("Webcast")
WHEREAS,
A. Webcast owns rights to Internet E-Community software (the
"Software");
B. Webcast wishes to license the Software to other companies;
C. Webcast wishes to provide a complete computer hardware and
software package that the Licensee may use to operate a vertical
Internet portal community;
D. The Licensee wishes to license the Software and make use of
Webcast's computer hardware in order to operate a vertical
Internet portal community;
NOW THEREFORE, in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:
1. GENERAL PROVISIONS
------------------
1.1. DEFINITIONS
1.1.1. "Licensed Software" shall mean a licensed data processing
program or micro program consisting of a series or sequence
of signals, or instructions, statements, or fonts stored on
any media in machine readable form, and any related
license.
1.1.2. "Customer Information" shall mean all data collected and
stored in respect of customers including, without limiting
the generality of the foregoing, name, address, phone and
fax number, e-mail address, credit card numbers and
expiration dates or information on other types of payments.
55
1.1.3. "Confidential Information" shall mean material in the
possession of Webcast which is not generally available to
or used by others or the utility or value of which is not
generally known or recognized as standard practice,
including, without limitation, all financial business and
personal data relating to Webcast's clients any non-public
information about affiliates, subsidiaries, consultants and
employees of Webcast or it's affiliates, business and
marketing plans, strategies and methods, studies, charts,
plans, tables and compilations of business industrial
information, computer software and computer technology
whether patentable, copyrightable or not, which is acquired
or developed by or on behalf of Webcast or its affiliates
from time to time.
1.2. RIGHT TO AUDIT
1.2.1. The Licensee shall, within reason, have the right, without
prior notice to Webcast to inspect and audit all Webcast's
business, accounting and supporting records which are
necessary for purposes of determining Webcast's compliance
with the terms of this Agreement. Webcast shall fully
co-operate with any independent chartered accountants or
certified public accountants hired by the Licensee to
conduct any such inspection or audit. If any such
inspection or audit discloses an under statement of less
than 3% for any period, Webcast shall pay, within ten days
after receipt of the inspection or audit report, the sums
due on account of such understatement with interest
calculated at U.S. prime plus one percent. Further, if such
inspection or audit is made necessary by failure of Webcast
to furnish invoice reports or any other documentation as
herein required, or if an understatement for any period is
determined by such inspection or audit to be 3% or greater,
Webcast shall, on demand and in any event within the said
ten days, in addition to paying the sums due on account of
such understatement, also reimburse for the cost of such
inspection or audit, including without limitation, the
charges of any independent chartered accountants or
certified public accountants retained by the Licensee in
connection with such audit or inspection and the reasonable
travel expenses, room, board and compensation of employees
of the Licensee.
1.2.2. The Licensee's right to audit records shall only extend to
records that date back no more than two of Webcast's fiscal
years prior to the date Webcast receives notice of an
impending audit.
1.3. INDEMNIFICATION
1.3.1. The Licensee acknowledges and agrees that neither Webcast
nor any of its members, shareholders, directors, officers,
employees or representatives (the "Indemnified Parties")
will be liable to the Licensee or any of the Licensee's
customers for any special, indirect, consequential,
punitive or exemplary damages, or damages for loss of
profits or savings, in connection with this Agreement, the
services or the Hardware or any other information, material
or services provided by Webcast to the Licensee under this
Agreement.
56
1.4. DISRUPTIONS
1.4.1. The Licensee acknowledges that from time to time, as a
result of Hardware failure, supplier failures, or acts of
god, the services provided under this Agreement by Webcast
can be temporarily disrupted. The Licensee acknowledges and
agrees that neither Webcast nor any of its members,
shareholders, directors, officers, employees or
representatives will be liable to the Licensee or any of
the Licensees customers for any specific, indirect,
consequential, punitive or exemplary damages, or damages
for loss of profits or savings, in connection with these
temporary disruptions. For the purpose of this section, if
the services provided under this Agreement by Webcast are
temporarily disrupted for a period of seven days or more,
the minimum monthly fees as calculated in section l.7.2
shall be reduced on a pro rata basis.
1.5. CONDITIONS OF LICENSE
This license is granted under the following conditions:
1.5.1. The Licensee acknowledges that its rights in and to the
Licensed Software may not be assigned, licensed or
otherwise transferred by operation of law without the prior
written consent of Webcast, unless such transfer is to any
corporation which controls, is controlled by or is under
common control with the Licensee. Violation of this section
is grounds for immediate termination of this Agreement.
1.5.2. Copyright and other proprietary rights of Webcast protect
the Licensed Software. The Licensee may be held directly
responsible for acts relating to the Licensed Software
which are not authorized by this Agreement.
1.5.3. All right, title and interest in and to the Licensed
Software, and any copies thereof, and all documentation,
code and logic, which describes and/or comprises the
Licensed Software remains the sole property of Webcast.
1.5.4. Webcast shall not be responsible for failure of performance
of this Agreement due to causes beyond its control,
including, but not limited to, work stoppages, fires, civil
disobedience, riots, rebellions, acts of God, and similar
occurrences.
1.5.5. The Licensee acknowledges that this is an exclusive
Agreement in the consumer health vertical market, and that
Webcast will license the Licensed Software to as many other
parties in other vertical markets, as are willing to enter
into a licensing agreement with Webcast.
57
1.5.6. The Licensee shall be responsible for ensuring that it is
operating the Licensed Software in compliance with any and
all applicable state, provincial, national, and
international laws.
1.5.7. The Licensee has the right to host the Licensed Software
with an alternative hosting service. The Licensee must give
Webcast 60 days notice of its intent to use alternative
hosting services.
1.6. TERM AND TERMINATION
1.6.1. This Agreement shall commence and be deemed effective on
the date when fully executed (the "Date"). This Agreement
is in effect for a period of one year (the "Term") and
shall be automatically renewed indefinitely with additional
one year terms unless the Licensee gives written notice of
termination of this Agreement at least 45 days prior to the
end of any one year period.
1.6.2. Webcast may terminate this Agreement at any time upon 30
days notice if the Licensee is more than 30 days in arrears
in paying any material monthly fees due and owing to
Webcast. The Licensee shall be allowed to cure the breach
during the notice period, thus pre-empting Webcast's
ability to terminate this Agreement in accordance with this
section. The arrears contemplated in this section must be
of a material amount for the rights conferred in this
section to be used by Webcast. For the purposes of this
section, material shall mean anything greater than 5% of
the previous month's fees.
1.6.3. Webcast may terminate this Agreement at any time upon 5
days notice if the Licensee becomes bankrupt or insolvent
or ceases carrying on business for any reason.
1.6.4. Webcast may terminate this Agreement at any time upon 30
days notice if Webcast, or any of its principals, officers
or directors becomes the subject of third party civil or
criminal litigation as a result of the Licensee's
operations under this Agreement. The litigation
contemplated herein must be material and found to be of a
serious nature by independent legal counsel.
1.6.5. The Licensee may terminate this Agreement at any time upon
five days notice if Webcast becomes bankrupt or insolvent
or ceases carrying on business for any reason.
1.6.6. The Licensee may, inter alia, terminate this Agreement at
any time upon five days notice if Webcast is materially in
breach of this Agreement for more than 30 days. Webcast
shall be allowed to cure the breach during the notice
period, thus pre-empting the Licensee's ability to
terminate this Agreement in accordance with this section.
58
1.6.7. Upon termination of this Agreement, the Licensee shall
immediately return to Webcast any and all of Webcast's
materials in which Webcast has a proprietary right in that
are in the Licensee's possession and/or in the possession
of the Licensee's agents, servants and employees.
1.6.8. Upon termination of this Agreement, all Customer
Information shall be given to the Licensee and Webcast
shall not make use of or disclose any Customer Information
to any third party.
1.7. REMUNERATION
1.7.1. The Licensee shall pay to Webcast a onetime license fee of
$100,000 U.S. for the License to use the Software and setup
of the E-Community architecture and site. This payment
shall be paid in accordance with Schedule A.
1.7.2. Notwithstanding any amount due and owing in accordance with
Schedule A of this Agreement, the Licensee shall pay to
Webcast a minimum of $5,000 per month for server hosting of
the Licensee's E-Community website. This payment shall be
paid in accordance with Schedule B.
1.8. CONFIDENTIALITY
1.8.1. The Licensee shall not disclose, publish, or disseminate
Confidential Information to anyone other than those of its
employees or others with a need to know, and the Licensee
agrees to take reasonable precautions to prevent any
unauthorized use, disclosure, publication, or dissemination
of Confidential Information. The Licensee agrees not to use
Confidential Information otherwise for its own or any third
party's benefit without the prior written approval of an
authorized representative of Webcast in each instance.
1.8.2. Webcast shall not disclose, publish, or disseminate
Customer Information to anyone other than those of its
employees with a need to know, and Webcast agrees to take
reasonable precautions to prevent any unauthorized use,
disclosure, publication, or dissemination of Customer
Information. Webcast agrees not to use Customer Information
otherwise for its own or any third party's benefit without
the prior written approval of an authorized representative
of the Licensee in each instance.
59
1.8.3. All Confidential Information and any derivatives thereof
whether created by Webcast remains the property of Webcast
and no license or other rights to Confidential Information
is granted or implied hereby. For purposes of this
Agreement, "derivatives" shall mean: (a) for copyrightable
or copyrighted material, any translation, abridgement,
revision or other form in which an existing work may be
recast, transformed or adapted; (b) for patentable or
patented material, any improvement thereon; and (c) for
material which is protected by trade secret, any new
material derived from such existing trade secret material,
including new material which may be protected by copyright,
patent and/or trade secret.
1.8.4. Notwithstanding anything in this Section 1.8, Webcast shall
be allowed to use Customer information for the purpose of
fulfilling its reporting obligations as a public company.
Webcast shall also be allowed to use Customer Information
in a statistical form so long as it does not identify
individuals or specific companies.
1.8.5. The Licensee shall not disclose the contents of this
Agreement to any third party who is not bound to maintain
confidentiality between the parties. The Licensee
acknowledges that disclosure of the terms of this Agreement
to third parties would cause considerable damage to
Webcast.
2. OBLIGATIONS OF WEBCAST
----------------------
2.1. HARDWARE (If Licensed Software is hosted by Webcast)
2.1.1. Webcast shall supply the Hardware as defined in Schedule B.
2.1.2. Webcast shall maintain the Hardware and pay all costs for
maintaining and/or upgrading the Hardware
2.1.3. Webcast shall supply the office space required to house the
Hardware at no cost to the Licensee.
2.1.4. The Hardware shall, at all times, remain the property of
Webcast.
2.1.5. Webcast shall supply an appropriate connection to the
Internet with sufficient bandwidth to properly operate the
Licensed Software. The Licensee shall pay for all bandwidth
associated with customers of the Licensee's E-Community
Internet site. Bandwidth shall be charged to the Licensee
at market rates.
2.1.6. Webcast shall maintain a redundant server hardware
configuration.
60
2.1.7. Webcast shall make all reasonable efforts to repair and
correct any problems arising under Webcast's areas of
responsibility that may arise from time to time which would
cause it to be unable to perform its' obligations under
this Agreement (see section 1.5.4).
2.1.8. Webcast shall notify the Licensee of any problems that may
arise from time to time and shall keep the Licensee
apprised of any efforts undertaken to rectify the problem.
2.2. THE LICENSED SOFTWARE
2.2.1. Webcast shall install the Licensed Software on the
Hardware.
2.2.2. Webcast shall allow all of the Licensee's customers and all
persons who seek to be Licensee's customers Internet access
to the Licensed Software.
2.2.3. Webcast may from time to time, at its discretion, create
additional E-Community Utilities which can be added to the
Licensed Software. If additional E-Community Utilities
become available the Licensee may request to have the
additional Utilities added to the Licensed Software at an
additional license and setup cost.
2.2.4. Notwithstanding anything stated in this section 2.2, any
changes requested by the Licensee to be made to the
graphics portion of the Licensed Software shall be charged
to the Licensee at market rates or supplied by the
Licensee, whichever the Licensee prefers.
2.2.5. Webcast shall only be required to provide the Licensed
Software in the English language only.
2.2.6. Webcast will provide all upgrades of the Licensed Software
that do not require changes to the graphical interface, at
no charge to the Licensee.
2.2.7. All upgrades are to be made available to the Licensee
within 30 days of the completion of testing.
2.3. TECHNICAL SUPPORT
2.3.1. Webcast shall supply 24 hour technical support to the
Licensee only.
2.3.2. Webcast shall make the technical support available via the
Internet and via telephone lines.
61
2.4. ACCOUNTING (TRANSACTION AND HOSTING COSTS)
2.4.1. The Licensee shall pay a flat fee of $100.00 US plus all
reasonable hourly administration fees and disbursements,
including printing, photocopy and shipping costs, each time
accounting information is requested. Administration fees
shall be paid out at market prices. No fees are payable for
regular accounting information provided to the Licensee for
the purpose of calculating Net Revenue.
2.4.2. Webcast shall supply a complete accounting record, as
defined by Webcast and the Licensee from time to time, of
the previous month's activity relating to the Licensed
Software within ten working days of the end of each month.
The accounting records shall be delivered either by
facsimile or by e-mail.
2.4.3. Webcast shall have the right to utilize the accounting
information for statistical and reporting purposes provided
specific information about the Licensee is not disclosed
2.4.4. Webcast shall archive and maintain the accounting
information for a period of 2 fiscal years.
2.5. CUSTOMER DATA
2.5.1. Webcast shall maintain a database containing the Customer
Information.
2.5.2. The Customer Information shall remain the property of the
Licensee.
2.5.3. Webcast shall provide daily interim Customer Information
reports, as defined by jointly by Webcast and the Licensee
from time to time.
2.5.4. The Licensee shall pay a flat fee of $100.00 US plus
reasonable hourly administration fees and disbursements
including printing, photocopy and shipping costs, each time
additional Customer Information is requested.
Administration fees shall be paid out at market prices.
2.5.5. Webcast shall archive and maintain the Customer Information
for a period of two years.
2.5.6. Webcast, in its discretion, may destroy any portion of the
Customer Information that Webcast deems to be no longer
relevant.
62
2.5.7. The Licensee shall be given thirty days written notice prior to
the destruction of any Customer Information. The Licensee may
choose to archive information about to be destroyed, at its own
facility's.
3. OBLIGATIONS OF THE LICENSEE
---------------------------
3.1. MERCHANT NUMBERS
3.1.1. The Licensee shall be responsible for obtaining and
maintaining appropriate merchant numbers for the processing
of Visa, Master Card, American Express Card and any other
credit card or payment mechanism the Licensee may wish to
use in connection with the Licensed Software.
3.2. MARKETING
3.2.1. The Licensee shall be responsible for all marketing of the
services offered through the Licensed Software.
3.2.2. The Licensee shall be responsible for all aspects of
customer service, including but not limited to dealing with
customer complaints.
3.3. THE WEB SITE
3.3.1. The Licensee shall pay for any and all Uniform Resource
Locators ("URLs") that the Licensee deems necessary to
properly market the Licensed Software.
3.3.2. The Licensee shall have the right to add as many URL's that
are dedicated solely to the promotion of the Licensee's
site as the Licensee deems necessary.
3.3.3. The Licensee shall have the right to make any changes to
the websites the Licensee feels appropriate. All changes
that are effected by Webcast will be charged to the
Licensee at market rates.
3.3.4. If requested, Webcast shall construct and maintain any and
all additional websites the Licensee deems necessary for
the marketing of the Licensed Software. All work done to
build additional websites shall be charged to the Licensee
at market rates.
3.3.5. Webcast shall not in any way be responsible for the design
of the websites utilized by the Licensee, unless the
Licensee contracts Webcast to do so.
3.3.6. The Licensee shall include in their Terms and Conditions
for the Licensed Software the Terms and Conditions as
attached as Schedule C that are recommended by Webcast. The
Licensee may embellish or add to these Terms and
Conditions. If the Licensee does not implement the minimum
required Terms and Conditions, in so far as the Terms and
Conditions would have protected the Licensee, Webcast shall
not be responsible to the Licensee, notwithstanding
anything in this Agreement.
63
4. STANDARD CLAUSES
----------------
4.1. NOTICES
Unless otherwise provided in this Agreement, any notice provided
for under this Agreement shall be in writing and shall be
sufficiently given if delivered personally, or if transmitted by
facsimile with an original signed copy delivered personally within
twenty-four hours thereafter, or mailed by prepaid registered post
addressed to Webcast at its respective addresses set forth below
or at such other than current address as is specified by notice.
To Webcast: XX Xxx 00000
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 000, Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: Xxxx Xxxxxx
Fax: (000) 000-0000
To the Licensee: Xxxxx 000, 0000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Attention: Xxxxx Xxxxxxx
Fax: (000) 000-0000
4.2. ENTIRE AGREEMENT AND SCHEDULES
The parties agree that this Agreement and its Schedules constitute the
complete and exclusive statement of the terms and conditions between
the Licensee and Webcast covering the performance hereof and cannot be
altered, amended or modified except in writing and executed by an
authorized representative of each party. The Licensee further agrees
that any terms and conditions of any purchaser order or other
instrument issued by the Licensee in connection with this Agreement
which are in addition to or inconsistent with the terms and conditions
of this Agreement shall not be binding on Webcast and shall not apply
to this Agreement.
4.3. GOVERNING LAW AND ARBITRATION
This Agreement and all Schedules shall be governed by and construed in
accordance with the laws of the Country of Canada and the Licensee
hereby attorns to the jurisdiction of the courts of British Columbia
notwithstanding any other provision expressed or implied in either the
Agreement or the Schedules.
Any dispute in connection with this Agreement shall be settled by
arbitration in accordance with the Arbitration Act of British Columbia,
however, should any dispute arise under this Agreement, the parties
shall endeavor to settle such dispute amicably between themselves. In
the event that the parties fail to agree upon an amicable solution,
such dispute shall be finally determined by arbitration as aforesaid.
64
4.4. GOOD FAITH
The parties acknowledge to one another that each respectively intends
to perform its obligations as specified in this Agreement in good
faith.
4.5. PARTIES TO ACT REASONABLY
The parties agree to act reasonably in exercising any discretion,
judgment, approval or extension of time that may be required to effect
the purpose and intent of this Agreement. Whenever the approval or
consent of a party is required under this Agreement such consent shall
not be unreasonably withheld or delayed.
4.6. TIME TO BE OF THE ESSENCE
Time is of the essence.
4.7. NUMBER AND GENDER
In this Agreement the use of the singular number includes the plural
and vice versa the use of any gender includes all genders, and the word
"person" includes an individual, a trust, a partnership, a body
corporate and politic, an association and any other incorporated or
unincorporated organization or entity.
4.8. CAPTIONS
Captions or descriptive words at the commencement of the various
sections are inserted only for convenience and are in no way to be
construed as a part of this Agreement or as a limitation upon the scope
of the particular section to which they refer.
4.9. NON-ASSIGNABILITY
This Agreement is personal to the Licensee, except as provided in 4.11
and the Licensee may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent from
Webcast.
4.10. BENEFIT
This Agreement shall ensure to the benefit of and be binding upon the
Licensee, its successors and assigns. The Licensee may delegate the
performance of any of its obligations hereunder to any corporation
which controls, is controlled by or is under common control with the
Licensee.
65
4.11. WAIVER
No condoning, excusing or waiver by any party hereto of any default,
breach of non-observance by any other party hereto, at any time or
times with respect to any covenants or conditions herein contained
shall operate as a waiver of that party's rights hereunder with respect
to any continuing or subsequent default, breach or nonobservance, and
no waiver shall be inferred from or implied by any failure to exercise
any rights by the party having those rights.
4.12. FURTHER ASSURANCE
Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and to do such further and
other things as may be necessary to implement and carry out the intent
of this Agreement.
4.13. CUMULATIVE RIGHTS
All rights and remedies of Webcast are cumulative and are in addition
to and shall not be deemed to exclude any other rights or remedies
allowed by law except as specifically limited hereby. All rights and
remedies may be exercised concurrently.
4.14. PRIOR AGREEMENTS
Except as specifically provided for herein this Agreement, including
its schedules, contains all of the terms agreed upon by the parties
with respect to the subject matter herein and supersedes all prior
agreements arrangements and understandings with respect thereto,
whether oral or written.
4.15. SEVERABILITY
If any part of this Agreement is unenforceable because of any rule of
law or public policy, such unenforceable provision shall be severed
from this Agreement, and this severance shall not affect the remainder
of this Agreement.
4.16. NO PARTNERSHIP
Notwithstanding anything in this Agreement, no part of this Agreement,
nor the Agreement as a whole shall be construed as creating a
partnership or agency relationship between the parties. If any part of
this Agreement should be construed as forming a partnership or agency
relationship, that part shall be amended such that no partnership or
agency relationship is created but that part achieves what it was
originally intended to achieve.
4.17. DOLLAR AMOUNTS
All references to money or specific dollar amounts in this Agreement
are in United States Dollars.
66
IN WITNESS WHEREOF the parties have executed this Agreement on the date first
written above.
WEBCAST SYSTEMS INC.
/s/ "Xxxxxxx Xxxxxxxx Per: /s/ "Xxxx Xxxxxx"
----------------------------------- --------------------------------
Witness
/s/ "Xxxxxxx Xxxxxxxx Per: /s/ "Xxxx Xxx"
----------------------------------- --------------------------------
Witness
The Licensee: HEALTHNET USA INC.
/s/ "X. X. Xxxxxxxxx" Per: /s/ "Xxxxx Xxxxxxx"
----------------------------------- --------------------------------
Witness
/s/ "X. X. Xxxxxxxxx" Per: /s/ "Xxxxxxx Xxxxx"
----------------------------------- --------------------------------
Witness
67
SCHEDULE A
----------
Consulting $100,000
Webcast will assist the Licensee in defining the functional
specification of their vertical Internet community portal, revenue
model opportunities, management of website design and interface, and
project management. Webcast will also assist in the development of
strategic partnership opportunities.
The Licensee agrees to pay Webcast fees according to the following:
Software License Fee (one time payable)
Setup Fee (up front) $25,000
4 monthly payments $18,750
Total Software License Fee $100,000
Customization
All customization to the software that is requested by the Licensee
will be charged out at current market rates.
SCHEDULE OF MARKET RATES
------------------------
The Market rates as set out in this schedule and referred to in this Agreement
are subject to change without notice to the Licensee.
3D graphics and animation: $125.00 per hour
Graphic design: $75.00 per hour
Programming: $125.00 per hour
Quality Assurance and testing: $40.00 per hour
68
SCHEDULE B
----------
SERVER HOSTING CONFIGURATION AND COSTS
The cost for hosting the Licensed Software is determined by the following
formula with a minimum cost of $5,000 per month.
A. PER MEMBER PER YEAR HOSTING COST - of $3.60 per member per year
($0.30 per member per month) for the first 50,000 members, $3.00 per
member per year ($0.25 per month) up to 100,000 members, and $2.40 per
member per year ($0.20 per member per month) over 100,000 members. This
base costing includes 5MB of storage and 5MB of bandwidth usage per
member per month, plus their usage of all the member account utilities.
ADDITIONAL MEMBER STORAGE - Additional member storage and bandwidth are
available and can be offered to members separately or in conjunction with
membership packages.
UPGRADE PACKAGE 1: 20MB of storage and 20MB of upload/download bandwidth per
month will be offered to members at a minimum cost of $12.00 per year.
UPGRADE PACKAGE 2: 40MB of storage and 40MB of upload/download bandwidth per
month will be offered to members at a minimum cost of $20.00 per year.
Healthnet would receive 20% of all upgrade fees and there would be not be a per
member fee for all members who purchase upgrade storage packages.
OVERALL SITE USAGE ( independent of members ) - 50 GB of bandwidth per month, 20
GB of storage and hosting in our 7 X 24 webcasting facility are included in the
above hosting fee. Additional bandwidth would be charged at $250 per 20 GB per
month.
69
HARDWARE CONFIGURATION
The Webcast Systems e-Community Management and Development Platform (CMDP)
provides a fully scalable system architecture. It is efficient enough to be run
from a single server handling 100s of members a day or it can be scaled to a
multiple server configuration meeting the needs of millions of visitors.
e-Communities and their members require AVAILABILITY, PERFORMANCE and
SCALABILITY, throughout the life cycle of the e-community. This is no simple
matter since today's e-communities and their members require powerful utilities
and services including dynamic content and e-commerce, not just the static web
pages of the past.
The CMDP architecture uses accepted industry standards and is
not dependant upon any certain manufacture's hardware or software technology to
accomplish this goal. Instead it combines the best design principles and
technologies available to meet the growing demands and needs for the content and
activities of each e-community. Making sure the community is always available to
the members, with a level of performance that exceeds their expectations.
INCLUDES:
LOAD BALANCED WEB APPLICATION SERVERS:
Windows NT Server Enterprise Edition
running Microsoft Internet Information
[Hardware Server
Configuration
Graphic CLUSTERED SQL SERVERS: Windows NT
Here) Server Enterprise Edition running
Microsoft SQL database and attached
via SCSI to RAID.
CLUSTERED RAID FILE SERVER (storage
array will be converted to a fiber
channel storage solution in 1999)
70
SCHEDULE C
----------
TERMS AND CONDITIONS
DISCLAIMER
Xxxxxxxxxxxxxxx.xxx maintains this website to enhance access to information
about health issues, products and services. This service is continually under
development. While we try to keep the information as current and accurate as
possible, we make no warranty of any kind, implied or express, as to its
accuracy, completeness or appropriateness for any purpose. We will make an
effort to correct errors brought to our attention. Some of the documents on this
server contain hypertext pointers to information created and maintained by other
organizations. Please be aware that we do not control or make any warranty that
this outside information will be accurate, relevant, current or complete.
Neither the inclusion of pointers nor the mention of particular
Xxxxxxxxxxxxxxxx.xxx products, services or items is intended to reflect their
importance. Such inclusion or mention does not constitute or imply a
recommendation or endorsement by Xxxxxxxxxxxxxxx.xxx, unless it is explicitly
stated.
RESTRICTIONS ON USE OF MATERIALS
This site is owned and operated by Healthnet International, Inc. Each visitor to
this site may download one copy (on a single computer only) of
Xxxxxxxxxxxxxxx.xxx material posted on this site for personal, non-commercial
home use only. All copyright, service xxxx and other proprietary notices must be
kept intact.
No material (other than as specifically stated above) from this, or any other
website owned or operated by Healthnet International, Inc., or any affiliated
company may be copied, reproduced, republished, uploaded, posted, transmitted,
or distributed in any way, without the prior written consent of Healthnet
International, Inc. or affiliated company. Modification of the
Xxxxxxxxxxxxxxx.xxx material or use of Xxxxxxxxxxxxxxx.xxx material for any
other purpose is a violation of Healthnet International, Inc.'s copyright,
service xxxx, and other proprietary rights.
PRIVACY POLICY: INFORMATION COLLECTION AND USE
Xxxxxxxxxxxxxxxx.xxx routinely gathers quantitative and anonymous information on
web site activity, including the number of visitors to the site, and the pages
visited. No personal information is collected in our efforts to compile this
data.
Any information which is voluntarily provided to Xxxxxxxxxxxxxxx.xxx through
this web site by e-mail is treated with the same consideration and
confidentiality as any information sent to us by the US mail or communicated to
us by telephone.
YOUR PERSONAL INFORMATION
We at Xxxxxxxxxxxxxxx.xxx recognize your right to confidentiality and are
committed to protecting your privacy. We use the information that we collect on
our site to provide you with a superior personalized experience. When you join,
we will ask you to set up "your membership account," which includes your name,
e-mail address, and elements of your address. In addition, we ask that you
indicate whether you would like to receive e-mail from Xxxxxxxxxxxxxxxx.xxx
keeping you informed of new products or features. If you would like to review or
revise the information we have in your account, you may access such information
by clicking on the "member account" button on the Home screen. We protect your
account information against unauthorized access or release. We will not sell,
rent, or loan any identifiable personal information to any third party. We may
share non-personal, summary, or aggregate customer data with partners and other
third parties.
71
