EXHIBIT 10.14
[LETTERHEAD OF AXXESS MEDIA GROUP, INC. APPEARS HERE]
CONTENT LICENSING AGREEMENT
This Agreement between AXXESS, INC. (D.B.A. AXXESS MEDIA GROUP, INC.), a
Nevada Corporation with its principal place of business at 000 Xxxx Xxxxx, Xxxxx
000, Xxxxxxxxx Xxxxxxx, XX 00000 ("AXXS"), and Xxxxxxx Xxxx, an individual whose
principal place of residence is at 00000 X. 000xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx
00000 ("XX. XXXX") is entered into on December 31, 1997.
1. Subject to the terms and conditions of this agreement, XX. XXXX
hereby grants to AXXS an exclusive license to install, market, and distribute
editorial content developed by XX. XXXX and known as the "Doubtful Accounts"
through AXXS's xxx.xxxxxxxxxxxx.xxx web or xxx.xxxxxxxxxx.xxx site (hereafter
referred to as xxx.xxxxxxxxxxxx.xxx). The Doubtful Accounts may be utilized in
part or in whole by the AXXS web site and AXXS may edit any such content so long
as it does not change the meaning of facts of such content materially.
(a) In connection with the Doubtful Accounts content XX. XXXX will endeavor to
provide AXXS:
(i) on monthly basis four (4) cartoons hereby known as "Doubtful
Accounts" no later than the 1st day of each calendar month for publication by
AXXS, and:
(ii) from time to time, additional cartoons or articles as mutually
agreed and considered complimentary to the Doubtful Accounts content.
(b) XX. XXXX represents and agrees that all cartoons furnished by AXXS for
publication are original and have not been previously published by XX. XXXX
or any other party and that AXXS is granted by XX. XXXX exclusive right to
publish said cartoons on its web site and that XX. XXXX will not confer or
convey these rights onto any other party without AXXS's prior consent.
(c) XX. XXXX shall have no liability for delays or non-performance occasioned
by causes beyond its control, including but not limited to acts of God,
fires, inability to obtain materials, strikes or other labor actions,
breakdown of equipment, delays or shutdowns of carriers or suppliers, and
government acts or regulations.
2. XX. XXXX represents and warrants to AXXS that:
(a) The Doubtful Accounts content as delivered to AXXS does not and
will not infringe
[LETTERHEAD OF AXXESS MEDIA GROUP, INC. APPEARS HERE]
upon or violate any patent, copyright, trade secret or any other
proprietary rights of any third party against AXXS arising out of
XX. XXXX'x alleged breach of the foregoing representation and
warranty, AXXS shall promptly notify XX. XXXX, and XX. XXXX shall
defined such claim, suit or action in AXXS's name but at XX.
XXXX'x expense under XX. XXXX'x control. XX. XXXX shall indemnify
and hold harmless AXXS against any loss, cost or damage, expense
or liability arising out of such claim, suit or action (including
litigation costs and reasonable attorney's fees) whether or not
such claim, become, or action is successful. Should any material
and/or information constituting the Doubtful Accounts content
become, or in XX. XXXX'x opinion be likely to become, the subject
of a claim for infringement, XX. XXXX may authorize the continued
use of, replacement, removal, or modification of such material
and/or information to render it non-infringing.
(b) AXXS represents and warrants to XX. XXXX that neither the
reformatting nor the means of presentation on or through the AXXS
service will cause the Doubtful Accounts content to infringe upon
or violate any patent, copyright, trade secret or any other
proprietary rights of any third party, or otherwise subject XX.
XXXX to liability. In the event of any claim, suit or action by
any third party against XX. XXXX arising out of AXXS's alleged
breach of the foregoing representation and warranty, XX. XXXX
shall promptly notify AXXS, and AXXS shall defend such claim, suit
or action in XX. XXXX'x name but at AXXS's expense under AXXS's
control. AXXS shall indemnify and hold harmless XX. XXXX against
any loss, cost or damage, expense or liability arising out of such
claim, suit or action (including litigation costs and reasonable
attorneys fees) whether or not such claim, suit or action is
successful.
(c) XX. XXXX bases his content on sources believed by himself to be
reliable and will endeavor to ensure that the data contained in
the Doubtful Accounts content complete, accurate and timely.
However, XX. XXXX does not represent, warrant, or guarantee such
completeness, accuracy or timeliness, and it shall have no
liability of any kind whatsoever to AXXS, to any of AXXS's
customers, or to any other party, or account of any incompleteness
of, inaccuracies in or untimeliness of the Doubtful Accounts
content provided hereunder, or for any delay in reporting such
content. XX. XXXX expressly disclaims all warranties of fitness of
the Doubtful Accounts content or computations and analyses thereof
for a particular purpose or use.
(d) AXXS shall insure that the Doubtful Accounts content displayed in
web pages, individual reports an elsewhere on the AXXS web site
shall be clearly identified as provided by XX. XXXX. In addition,
AXXS shall include in its www.financialweb.comservice, at the
request of XX. XXXX, a hyperlink to XX. XXXX'x web site.
[LETTERHEAD OF AXXESS MEDIA GROUP, INC. APPEARS HERE]
3. The purpose of providing the Doubtful Accounts content to AXXS is to
disseminate the Doubtful Accounts content in the markets served by AXXS. Any
other use of the Doubtful Accounts content by AXXS not expressly authorized
herein must be approved in advanced in writing by XX. XXXX in its sole
discretion. Whereby it is further understood that in instances where XX. XXXX
provides approval for such distribution, AXXS will compensate XX. XXXX an amount
to be determined and agreed to by both parties.
4. For the license hereby granted to AXXS by XX. XXXX to offer the
Doubtful Accounts content through the AXXS web site, AXXS shall pay to XX. XXXX
a monthly royalty fee $400 per month.
(a) AXXS shall pay such royalties to XX. XXXX on or before the
fifteenth (15th) day of the month in which the royalties shall accrue, and if
any payment due hereunder is not received by XX. XXXX within that period, XX.
XXXX shall have the option to discontinue providing the Doubtful Accounts
content and of terminating its Agreement should such payment not to be received
within 30 days after written notice to AXXS.
5. All copyrights of the Doubtful Accounts content belong to and remain
the property of XX. XXXX.
(a) AXXS will not change or alter the copyright xxxx or date
from the images supplied by XX. XXXX pursuant to the Doubtful Accounts content.
6. AXXS agrees that its user agreements do and will contain provisions
prohibiting its customers accessing the Doubtful Accounts content for resale and
redistribution of the data obtained from the AXXS service (which will include
the Doubtful Accounts content) in any form. AXXS represents and warrants to XX.
XXXX that it assumes all responsibility for the accuracy, integrity and support
of its software which utilizes the Doubtful Accounts content. Specific
references by AXXS that the Doubtful Accounts content has any predicative value
for the purpose of enhancing investment returns are strictly prohibited.
7. AXXS represents and warrants that the Doubtful Accounts content
supplied hereunder shall be used and released from its data systems only in
accordance with the terms of this Agreement and in furtherance thereof.
[LETTERHEAD OF AXXESS MEDIA GROUP, INC. APPEARS HERE]
8. Any use of the names or marks of either party in connection with
promotional activities, advertising, or other use outside the ordinary course of
business in performing this Agreement shall be subject to the prior written
approval of the other party. Notwithstanding anything contained herein to the
contrary, both parties shall have the right to disclose that it has entered into
this Agreement.
9. AXXS acknowledges that the Doubtful Accounts content in the form
delivered represents confidential proprietary business information and that its
utilization of the Doubtful Accounts content is strictly limited in accordance
with this Agreement. XX. XXXX acknowledges that any AXXS software used for the
access, delivery and manipulation of Doubtful Accounts content represents
confidential proprietary business information and utilization of such software
by XX. XXXX or any of its employees or agents is strictly limited in accordance
with the terms of this Agreement.
10. AXXS acknowledges that the Doubtful Accounts content consist of
information gathered, selected and arranged by XX. XXXX by special methods and
at considerable expense; that the Doubtful Accounts trade marks and other
descriptive headings associated herewith, are and at all times shall be, the
sole property of XX. XXXX.
11. AXXS expressly recognizes and acknowledges that its covenants set
forth in this Agreement are reasonable requirements of XX. XXXX in the
protection of substantial business interests. AXXS further acknowledges that the
remedy at law for breach of any of its undertaking in said paragraphs would be
inadequate and that, in addition to all other remedies provided by law, XX XXXX
shall be entitled to injunctive relief restraining any breach or threatened
breach. AXXS's liability for breach of this Agreement and for sums due to XX.
XXXX hereunder shall survive any termination hereof. Except for amounts payable
to third parties pursuant to the indemnification provisions of Section 2 hereof,
and to the extent permitted by applicable law, neither XX. XXXX nor AXXS shall
have any liability for any special, indirect, incidental or consequential
damages even if advised of the possibility thereof. The foregoing limitation of
liability shall apply regardless of the cause of action under which such damages
are sought, including, without limitation, breach of contract, negligence, or
other tort.
[LETTERHEAD OF AXXESS MEDIA GROUP, INC. APPEARS HERE]
12. Subject to the terms and conditions described below, the term of
this Agreement shall be for a period of one (24) months from the effective date
of this Agreement, specified in Paragraph 18. Notwithstanding the termination or
expiration of this Agreement, the right and obligations under this Agreement
shall survive and continue and bind the parties and their legal representatives
and permitted assigns.
13. (C) Either XX. XXXX or AXXS may terminate this Agreement and the
license conferred hereunder as follows:
(i) XX. XXXX may terminate as specified in Paragraph 4.
(ii) Either party may terminate if the other breaches any other
term or covenant of this Agreement, and such breach continues unremedied for
sixty (60) days after written notice to the party in breach by the other party.
Either party may seek liability for breach by the other party.
14. All marketing promotional references to the Doubtful Accounts
content to be used by AXXS in its efforts to market AXXS's service involving use
of the Doubtful Accounts content shall be subject to the prior written approval
of XX. XXXX. In the event that XX. XXXX advertises its connection with AXXS's
service, or in the event XX. XXXX or any XX. XXXX agent promotes the
availability of the Doubtful Accounts content on AXXS's service, AXXS shall
have the right to prior approval of all materials used in such efforts. If the
approving party does not respond within five (5) days, the other party may
consider the materials approved.
15. All notices, payments and other communications permitted or required
by this Agreement shall be in writing addressed as follows:
(a) XX. XXXXXXX XXXX
00000 X. 000XX XXXXXX
XXXXXXXXXX, XXXXXXX 00000
(b) AXXESS, INC.
XXXX XXXXX, #000
XXXXXXXXX XXXXXXX, XXXXXXX 00000
ATTN: Xxxxx Xxxxxxxx, President
Either party may change its address for such matters by notice given in
the manner prescribed
[LETTERHEAD OF AXXESS MEDIA GROUP, INC. APPEARS HERE]
above. If sent by certified or registered mail, notices shall be effective three
business days after posting; otherwise notices shall be effective upon receipt
by the other party.
16. This Agreement represents the entire understanding between AXXS and
XX. XXXX as to the subject matter hereof. Any amendments or additions hereto
shall be only in writing executed by the parties.
17. Any disputes arising from this agreement, whose remedies are not
specifically described herein, will be settled in a venue of mutual agreement of
the parties.
18. No rights or duties hereunder may be transferred or assigned by
either party in any manner without the written approval of the other party in
its sole discretion, other than to a subsidiary, parent or other affiliate of
the transferring of assigning party. XX. XXXX may not transfer or assign this
Agreement without the consent of AXXS, which shall not be unreasonably withheld.
19. No waiver of any breach of any term or condition herein shall be
deemed to be a waiver of any subsequent breach of any term or condition. Failure
or delay by either party in exercising any right or authority hereunder shall
not be construed as a waiver of such right or authority.
20. This Agreement shall become effective on the date it is signed by
the last party to execute the Agreement, as shown below.
Acknowledged:
/s/ Xxxxxxx X. Xxxx 12/19/97 /s/ [SIGNATURE APPEARS HERE] 12/15/97
_______________________________ ________________________________________
Xxxxxxx Xxxx date AXXESS, INC. date
