EXHIBIT 6.02
AGREEMENT
This agreement is between Showstar Xxxxxx.xxx, Inc, a Colorado corporation
("Buyer") and XXXXXXXXX'X GALLERY, LLP, a Massachusetts limited liability
partnership ("Xxxxxxxxx'x").
Recitals
Xxxxxxxxx'x is in the business of (i) fulfilling orders from wholesale customers
for open edition posters and prints, (ii) providing canvas transfer and box
mounting services for posters and prints to wholesale customers, and (iii)
shipping posters and prints, canvas transfers and box mounted posters and prints
directly to wholesale customers or to any person specified by the wholesale
customer ("the Business").
The Buyer's business includes one or more of the following activities; selling
posters and prints, canvas transfers of posters and prints or box or plaque
mounted posters and prints at retail; in each case including to customers who
place orders via the internet, telephone or other electronic means. The Buyer
does not sell posters or prints at wholesale and will not do so during the term
of this agreement.
Terms
For good and valuable consideration received by each from the other, Buyer and
Xxxxxxxxx'x hereby agree as follows:
1. "Products" means unframed open edition posters and prints available through
Xxxxxxxxx'x, canvas transfers of such posters and prints, and box or plaque
mountings of such posters and prints. "Open edition" means available from a
publisher or other supplier in sufficient quantity to satisfy Buyer's
requirements therefor. At such time as Xxxxxxxxx'x offers framing services for
posters and prints, it shall so notify Buyer in writing, and thereafter Products
shall also include framed posters and prints and framed canvas transfers of
posters and prints. If Buyer desires to provide framing or other services with
respect to open edition posters and prints it sells to its customers, it shall
so notify Xxxxxxxxx'x in writing. If within 30 days of its receipt of such
writing Xxxxxxxxx'x notifies Buyer in writing that it is willing to provide such
services, then Products shall thereafter include open edition poster and prints
with such services provided.
2. Buyer's Requirements. "Buyer's Requirements" means the entire amount of
Products purchased by Buyer. However, Buyer shall have no obligation to
purchase any Products offered by Xxxxxxxxx'x if Buyer has previously
contracted to purchase on an ongoing basis such Products from another
distributor, supplier manufacturer or publisher prior to the date Xxxxxxxxx'x
first offers such Products for sale to Buyer.
3. Purchase and Sale of Products. During the term of this agreement, Buyer
shall purchase, and Xxxxxxxxx'x shall sell to Buyer, Buyer's Requirements for
Products. All orders for Products shall be (i) in writing or (ii) given via the
Internet, by telephone, facsimile or other electronic means, in which case such
order shall be deemed received when acknowledged by Xxxxxxxxx'x in writing or
electronically. Xxxxxxxxx'x shall acknowledge each order promptly after receipt.
If any term of any such order or acknowledgment varies from the terms of this
agreement, the terms of this agreement shall control and the variation
in such order or acknowledgment shall have no effect, except as specifically
agreed in a writing signed by both parties. During the term of this agreement,
Buyer shall not sell Products to retailers or other merchants or resellers not
more than once in any 12 month period. Xxxxxxxxx'x may request, and within 30
days of its receipt of such request Buyer shall provide to Xxxxxxxxx'x a
certification by Buyer's auditors that Buyer has purchased Buyer's Requirements
for Products from Xxxxxxxxx'x.
4. Price. The price payable by Buyer to Xxxxxxxxx'x for the Products shall be
as follows:
(a) For unframed open edition posters or prints the price shall be
50% of the published retail prices of the publishers or vendors from whom
Xxxxxxxxx'x purchases such posters or prints.
(b) For canvas transfers, box frames or other services rendered with
respect to posters or prints, in addition to the amount payable pursuant to
paragraph 4(a), Buyer shall pay the published wholesale prices of the vendors
from whom Xxxxxxxxx'x purchases such services.
(c) In addition to the amounts payable pursuant to paragraphs 4(a)
and 4(b), the price for Products shall include delivery charges as described
in Schedule A to this agreement.
Xxxxxxxxx'x may amend Schedule A from time to time as it deems appropriate to
reflect (1) changes in the post of services rendered with respect to posters or
prints, (ii) its charges for services added after the execution of this
agreement that may be included in Products, or (iii) changes in the prices
Xxxxxxxxx'x pays for delivery services Xxxxxxxxx'x uses to deliver Products.
Xxxxxxxxx'x shall notify Buyer of any amendment to Schedule A at least 10 days
prior to the effective date of such amendment
5. Term. The term of this agreement shall be for one year from August 1, 1999,
and shall automatically extend from year to year thereafter; provided, that
either party may terminate this agreement as of July 31 of any calendar year
after 2000 by written notice received by the other party at least 180 days prior
to such termination.
6. Delivery and Payment. Each order of Products shall be shipped on the date
the last of the Products included in such order are received by Xxxxxxxxx'x.
Each shipment of Products shall be by carrier selected by Xxxxxxxxx'x. Payment
terms are net 30 days after the last day of the calendar month in which an
invoice is rendered. Invoices will not be rendered until Products are shipped.
All payments shall be by check payable to Xxxxxxxxx'x and mailed to 00
Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000 or such other address as Xxxxxxxxx'x may
from time to time provide to Buyer. Buyer shall pay to Xxxxxxxxx'x a late charge
of 1% per month on all past due payments. If Buyer fails to comply with any of
its payment obligations under this agreement regardless of whether Buyer pays
any late charge due, Xxxxxxxxx'x may terminate this agreement upon 30 days
advance written notice to Buyer. If Buyer breaches any of the terms of its Terms
of Provision and Use Agreement with Xxxxxxxxx'x referenced in Section 16 hereof,
or if Buyer sells any Products to retailers or other merchants or resellers, in
addition to other remedies available to it, Xxxxxxxxx'x may suspend further
shipments and deliveries under this agreement until such breach is cured to
Xxxxxxxxx'x satisfaction, and no forbearance, course of dealings, or prior
payment shall affect this right of Xxxxxxxxx'x. Further if at any time Buyer's
financial condition becomes impaired or unsatisfactory to Xxxxxxxxx'x, or, in
Xxxxxxxxx'x opinion, inadequate to meet Buyer's obligations hereunder, the terms
of credit may, at the option of Xxxxxxxxx'x, be changed or withdrawn and if
withdrawn, Xxxxxxxxx'x at its option may require cash or satisfactory security
before making shipments or deliveries under this agreement.
7. Force Majeure. If Xxxxxxxxx'x experiences an Event of Force Majeure, it shall
promptly notify Buyer of the existence of such Event of Force Majeure and, to
the extent possible, of the duration and magnitude of any disability caused
thereby. While such Event of Force Majeure continues, Buyer may purchase its
Requirements for Products from third parties. Buyer shall have no remedy against
Xxxxxxxxx'x to the extent Xxxxxxxxx'x is unable to perform on account of an
Event of Force Majeure. "Event of Force Majeure" shall mean (i) any Act of God,
war, mobilization, drought, flood, fire strike, lockout, labor disturbance, or
accident to machinery, or (ii) failure of usual sources of supply of Products or
services utilized to produce the Products, or any other event beyond the control
of Xxxxxxxxx'x, whether similar or dissimilar to the foregoing.
8. Warranty. If any Product is defective, Buyer's remedy shall be limited
solely to Xxxxxxxxx'x choice of (a) replacement of the Product at no charge to
Buyer or (b) crediting Buyer therefor following disposition thereof by Buyer in
compliance with Xxxxxxxxx'x instructions at Xxxxxxxxx'x expense. Posters or
prints shall not be deemed defective solely because the colors thereof do not
match those in any catalogue, paper, electronic or otherwise or because image or
paper size varies by up to one inch in length or width from specified
dimensions. Xxxxxxxxx'x shall have no other obligation or liability to Buyer
with respect to direct, incidental or consequential damages arising from any
breach of warranty. The foregoing shall be Buyer's sole remedies and Xxxxxxxxx'x
sole obligations with respect to any defective Product. THERE ARE NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF
FITNESS FOR ANY PARTICULAR PURPOSE.
9. Claims. Any claim of Buyer with respect to defective Products, shortage in
count or any other matter is hereby waived by Buyer unless made within 20 days
after delivery. Buyer shall not deduct the amount of any claim from amounts due
or to become due Xxxxxxxxx'x until such time as Xxxxxxxxx'x has allowed such
claim. Xxxxxxxxx'x shall act on any claim within 20 days after it is made. If
Xxxxxxxxx'x does not reject a claim within such 20 day period, that claim shall
be deemed allowed. Only If Xxxxxxxxx'x has not paid the amount of any allowed
claim to Buyer within 30 days of the allowance of such claim may Buyer set off
the amount of such claim from amounts payable to Xxxxxxxxx'x.
10. Title and Risk of Loss. Title to, and risk of loss of, each shipment of
Products furnished by Xxxxxxxxx'x under this agreement shall pass from
Xxxxxxxxx'x to Buyer upon delivery of such shipment to the place directed by
Buyer.
11. Taxes. Buyer shall be liable for all sales, use or excise taxes imposed by
any governmental authority, whether existing at the time of this agreement or
subsequently imposed, payable and actually paid by Xxxxxxxxx'x by reason of the
sale, delivery or use of Products shipped pursuant to this agreement.
12. Database License. Xxxxxxxxx'x shall make available to Buyer on CD ROM or
other electronic media or at Xxxxxxxxx'x FTP site an image database containing
scanned images provided to Xxxxxxxxx'x by its suppliers pursuant to nonexclusive
license, and Xxxxxxxxx'x copyrighted text database that describes the image
database. Buyer shall be responsible for downloading periodic updates of such
databases. Xxxxxxxxx'x hereby grants to Buyer a nonexclusive license to download
and use its copyrighted text data base and a nonexclusive sublicense to download
and use image data bases provided by its suppliers, in each case solely for the
purpose of ordering Products from Xxxxxxxxx'x, and only to the extent permitted
by the Terms of Provision and Use Agreement referenced in Section 16 hereof.
Such license and sublicense shall expire upon termination of this agreement,
notwithstanding any provision of the Terms of Provision and Use Agreement to the
contrary. Buyer shall be responsible for payment of inbound and outbound
bandwidth charges and all other communications charges associated with
downloading and updating such databases. Buyer recognizes the irreparable injury
which might result to the business of Xxxxxxxxx'x if Buyer should utilize such
databases in contravention of the provisions of this Section 12, and agrees that
in addition to any legal remedies Xxxxxxxxx'x may have, Xxxxxxxxx'x shall be
entitled to injunctive relief and such other equitable remedies as a court of
competent jurisdiction may deem appropriate, without the requirement to post any
bond in connection therewith. Xxxxxxxxx represents and warrants that it has the
right and authority to grant such non-exclusive license and sublicense to buyer.
13. Amendment. This agreement may not be amended except by a writing, signed by
Xxxxxxxxx'x and Buyer or their permitted successors or assigns.
14. Construction. This agreement is intended by the parties as a final
expression of their agreement and as a complete and exclusive statement of its
terms. No course of prior dealing between the parties and no usage of trade
shall be relevant or admissible to supplement, explain, or vary any of the terms
of this agreement. No representations, understandings or agreements have been
made or relied upon in the making of this agreement other than those
specifically set forth herein.
15. Waivers. No failure by either party to this agreement to exercise any right
hereunder shall operate as a waiver of any other right hereunder, and a waiver
of any right on one occasion shall not constitute a bar to or a waiver of any
such right on any future occasion.
16. Terms of Provision and Use Agreement. The Terms of Provision and Use
Agreement of even date between Xxxxxxxxx'x and Buyer is hereby incorporated
herein by reference. In case of any conflict between the provisions hereof and
thereof, the provisions hereof shall govern. Any breach of the Terms of
Provision and Use Agreement shall constitute a default hereunder, and
Xxxxxxxxx'x may thereupon terminate this agreement.
17. Assignment. Either party may assign this agreement, provided, however, that
Buyer may not assign this agreement without the prior written consent of
Xxxxxxxxx'x, which Xxxxxxxxx'x may withhold at its sole discretion. If control
of Buyer is acquired by any person or entity that sells or manufactures
Products, then Xxxxxxxxx'x may terminate this agreement by delivering 30 days
prior written notice to Buyer. If Buyer proposes to sell its operating assets to
any other individual or entity, Buyer shall so notify Xxxxxxxxx'x in writing
prior to entering into any agreement for such sale. Buyer shall cause to be a
condition of such purchase that the purchaser shall agree to become bound by the
provisions of this agreement by a writing satisfactory to Xxxxxxxxx'x if
Xxxxxxxxx'x consents to the assignment of this agreement to such purchaser. This
agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns.
18. Notices: Any notice required to be given by this agreement shall be
addressed as follows:
(a) to Xxxxxxxxx'x:
Xxxxxxxxx'x Gallery, LLP, attn. Xxxx Xxxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
(b) to Buyer:
Showstar Xxxxxx.xxx, Inc.
c/o Technical Operations
#00-00000 Xxxxxxxxxxx Xxx
Xxxxxxxx, XX, Xxxxxx
X0X 0X0
or to such other address as Xxxxxxxxx'x or Buyer may specify by notice to the
other. Notices shall be deemed delivered, if delivered in person, upon delivery,
or if mailed, 24 hours after mailing.
19. Holidays. If any date on or before which any party shall be obliged to give
a notice, make a payment, or take any other action under this agreement, shall
fall on Saturday, Sunday or U.S. legal holiday, then such notice may be given,
such payment may be made, or such action may be taken, on the next succeeding
business day.
20. Governing Law. This agreement shall be construed under and governed by the
laws of the Commonwealth of Massachusetts without regard to the choice of law
rules thereof.
21. Counterparts. This agreement may be executed in counterparts, each of which
shall constitute an original but the several counterparts shall constitute but
one and the same agreement.
22. Captions. Captions are used in this agreement only for convenience and this
agreement shall be construed as if captions were not included.
23. Covenant Not to Compete. During the term of this Agreement and for a period
of 18 months from the date of termination hereof, Buyer shall not, without the
prior written consent of Xxxxxxxxx'x, and whether as principal, agent,
shareholder, partner, limited liability company manager or member, or as an
employee or director of a sole proprietorship, directly or indirectly compete
with Xxxxxxxxx'x by engaging in the Business; provided, however, that ownership
by Buyer of less than two percent (2%) of the outstanding shares of a publicly
or privately held company shall not be deemed a breach or violation of this
covenant.
If the final Judgment of a court of competent jurisdiction declares that any
term or provision of this Section is invalid or unenforceable, the parties agree
that the court making the determination of invalidity or unenforceablitiy shall
have the power to reduce the scope, duration or area of said term or provision,
to delete specified words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable
term or provision, and this Agreement shall be enforceable as so modified after
the expiration of the time within which the judgement may be appealed.
Buyer acknowledges that the terms, scope, geographical limitations and duration
of this covenant not to compete are reasonable and necessary to protect the
goodwill of Xxxxxxxxx'x to be derived from this Agreement, and that the
consideration received by Buyer for entering into this Agreement is adequate,
for the covenants of Buyer under this section. Buyer recognizes the irreparable
injury which might result to the business of Xxxxxxxxx'x if a breach of this
Section should occur and, in addition to any legal remedies that Xxxxxxxxx'x may
have, Xxxxxxxxx'x shall be entitled to injunctive relief and such other
equitable remedies as a court of competent jurisdiction may deem appropriate.
The prevailing party in any litigation or other proceeding brought to enforce
this Section shall be entitled to an award of its reasonable attorney's fees and
costs incurred in connection with such litigation or other proceeding.
Executed this August 1, 1999.
XXXXXXXXX'X GALLERY, LLP
/s/
By Xxxx Xxxxxxxxx,
its partner duly authorized
SHOWSTAR ONLINECOM, NC
/s/
By Xxxx Xxxxx,
its President
SCHEDULE A
Delivery Charges
Packages per Week UPS Ground 2nd Day Air Next Day Air
from to
1 24 $9.00 $10.75 $23.00
25 99 $7.75 $ 9.50 $21.75
100 249 $7.50 $ 9.25 $21.50
250 499 $7.00 $ 8.75 $21.00
500 and up $6.50 $ 8.25 $20.50
TERMS OF PROVISION AND USE AGREEMENT
XXXXXXXXX'X GALLERY LLP, a Massachusetts limited liability partnership,
("Xxxxxxxxx'x") is a wholesale distributor of prints and posters located at 00
Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000 XXX. Xxxxxxxxx'x and the undersigned
party identified below as User ("User") agree as follows concerning print and
poster database materials provided by Xxxxxxxxx'x to User:
1. User represents and warrants that User is an internet retailer of merchandise
including art prints and posters; that User has the power, and is duly
authorized, to enter into this agreement; and that this agreement is binding
upon User, its successors and permitted assigns and enforceable against User,
its successors and permitted assigns in accordance with its terms.
2. "Database Materials" consist of the following:
(a) a listing of all art prints and posters offered for sale by Xxxxxxxxx'x
vendors, who are publishers and distributors of such products;
(b) digital files consisting of low-resolution Scans of some but not all of the
various prints and posters included in the listing described above; and
(c) periodic updates to "listing" and "digital" files, consisting of data
relating to offerings of prints or posters new to the database, alteration of
existing listings such as changes in price or size, or data relating to the
termination of availability of individual prints or posters previously included
in the database.
For each item, an individual record will contain at least the following
information: publisher, stock number, artist name, title, size, retail price.
Xxxxxxxxx'x will provide scans only if the vendor has made them available, and
if the vendor has specifically approved and permitted their use as provided
hereunder.
3. Delivery of Database Materials may be via CD-ROM or other electronic media,
or via posting at a secure FTP site to which User is registered to enter and
collect such Database Materials as they are posted. Choice of the method of
delivery shall be at Xxxxxxxxx'x sole discretion. User shall bear the costs and
expenses of delivery of the Database Materials, including but not limited to
costs of writing and delivery of CD-ROMS or other electronic media, and costs,
such as bandwidth charges, incurred by User or by Xxxxxxxxx'x while User links
to Xxxxxxxxx'x FTP site. Xxxxxxxxx'x shall provide reasonable documentation of
all such charges, and shall periodically invoice User for such charges. User
shall pay such invoices within 30 days of receipt.
4. For the protection of both parties to this agreement, as well as for the
protection of Xxxxxxxxx'x vendors who provide the content represented by the
Database Materials, notwithstanding any other provision of this agreement or any
other agreement between Xxxxxxxxx'x and User, User may use the Database
Materials only while the User is in compliance with both the term of this
agreement and each other agreement between User and Xxxxxxxxx'x.
5. User shall indemnify, defend and hold harmless Xxxxxxxxx'x and those acting
for or on its behalf from and against any and all losses, claims, damages,
expenses or liabilities of any kind, including court costs and reasonable
attorney's fees resulting from, or arising out of, (a) the breach by User of any
represenation, warranty, or agreement of User or an Affiliate of User (as
hereinafter defined) hereunder or (b) any unauthorized use of the Database
Materials by User or any Affiliate of User.
6. All rights in and to the Database Materials throughout the world are held by
Xxxxxxxxx'x or the vendors, publishers, distributors or artists whose works axe
included in the Database Materials.
7. User may receive and use the Database Materials solely for the purpose of
promoting and selling at retail the artwork described therein. All uses of the
Database Materials by User shall at all times be subject to review and approval
by Xxxxxxxxx'x upon reasonable advance notice.
8. Artwork represented by digital scans in the Database Materials may have been
copyrighted by Xxxxxxxxx'x vendors. Excpeting the uses specifically authorized
by this agreement, all customary limitations of use explicit or implicit in such
copyrights shall apply to User. User shall maintain and not alter any copyright
or other intellectual property notices or symbols that accompany or are included
in the Database Materials. Scans which bear a watermark as identification of the
copyright holder when provided to User by Xxxxxxxxx'x must retain the watermark
in User's display.
9. Digital scans shall be displayed in the form provided and shall not be
altered except for the dimensions of screen display. Under no circumstances may
User's display of digital scans exceed a resolution of 72 dpi.
10. User may use the Database Materials only at the website address of User
identified in this agreement. Each use at any internet site not owned by User or
with a different address will require separate written authorization from and
registration with Xxxxxxxxx'x.
11. User shall operate its website in accordance with the highest industry
standards and in accordance with any applicable laws and government or industry
regulations.
12. Use of any trademark, logo, or other indicia of Xxxxxxxxx'x or of any
vendor, publisher distributor or artist associated with the Database Materials
is subject to the prior approval and instructions of Xxxxxxxxx' or the
applicable vendor, publisher, distributor or artist, as the case my be.
13. User shall not claim any right, and hereby waives any right it may have, in
or to any of the Database Materials or in or to any trademarks, logos, or other
indicia of Xxxxxxxxx'x or of any vendor, publisher, distributor or artists
associated with the Database Materials. User shall not, and hereby waives any
right it may have to, impose any lien, claim or other encumbrance upon any of
the Database Materials. User shall not, and hereby waives any right it may have
to, challenge the rights of Xxxxxxxxx'x or of any vendor, publisher, distributor
or artist in or to the Database Materials.
14. An "Affiliate" of User shall mean a retailer independent of User (a) who
promotes the sale of any prints or posters offered for retail sale by User, (b)
to whom User pays a commission as compensation for promotion of such sale, and
(c) if with respect to each such sale by such retailer, User sells the prints or
posters directly to the customer. User may, at its discretion, authorize one or
more Affiliates of User to display and promote sales of the prints and posters.
User shall promptly report to Xxxxxxxxx'x the identity and location of each
Affiliate, including physical and website addresses. Xxxxxxxxx'x may provide
such information to its vendors from time to time so that they may monitor the
use of the Database Materials belonging to them.
15. An Affiliate of User may display posters or prints included in the Database
Materials only by linking to the Database Materials at User's website, and may
not download any Database Materials for any purpose or otherwise store any
Database Materials at its own site. Any storage of Database Materials at the
website of a User's Affiliate's shall be considered a breach of this agreement
by User. Affiliates are subject to all the provisions of this agreement
regarding use, display and termination of display of Database Materials. As a
condition of authorizing any Affiliate to use the Database Materials, User shall
require each Affiliate to agree to be bound by the tems of this agreement.
16. User shall not use the Database Materials to sell at wholesale or otherwise
to any reseller, or to create or distribute, or facilitate aid or permit
creation or distribution by others, of reproductions of the posters or prints
described therein.
17. Display of images in the Database Materials is a courtesy offered to
Xxxxxxxxx'x and its customers by Xxxxxxxxx'x vendors. Xxxxxxxxx'x or one or more
of its vendors, at Xxxxxxxxx'x or such vendor's sole discretion, may in writing
from time to time demand termination of display of any specified image
or images by User or any or all of User's Affiliates. User shall terminate
display of each image so specified within five days of receipt of such writing,
and User shall cause each of its Affiliates who may be displaying any such image
or images to similarly terminate display within such time period.
18. Notwithstanding any other provision hereof, Xxxxxxxxx'x may terminate
this agreement at any time that User is not in Compliance with any of the
terms of this agreement or any other agreement between User and Xxxxxxxxx'x,
at any time that Xxxxxxxxx'x is no longer required to ship posters, prints or
other products to User or User's customers under the terms of a separate
agreement between Xxxxxxxxx'x and User governing the terms of purchase and
sale of posters, prints or othcr products, upon the merger or consolidation
of the User with or into any other entity without the prior written consent
of Xxxxxxxxx'x to the continuation of this agreement thereafter which
Xxxxxxxxx'x may withhold in its sole discretion or upon any change of direct
or indirect control of User.
19. Upon any termination of this agreement for any reason, User shall
immediately terminate all links to the Database Materials and remove any such
Materials and reference to Xxxxxxxxx'x from its website and shall promptly
return to Xxxxxxxxx'x any and all materials provided to User by Xxxxxxxxx'x in
connection herewith, including without limitation any CD-ROMs and any copies of
any Database Materials.
20. All rights in the Database Materials not specifically granted to User or
User's Affiliates herein are expressly reserved to Xxxxxxxxx'x.
21. This agreement may not be amended except by a writing signed by Xxxxxxxxx'x
and User.
22. This agreement is intended by the parties as a final expression of their
agreement and as a complete and exclusive statment of its terms. No course of
prior dealing between the parties and no usage of trade shall be relevant or
admissible to supplement, explain, or vary any of the terms of this
agreement. No representations, understandings or agreements have been made or
relied upon in the making of this agreement other than those specifically set
forth herein.
23. No failure by either party to this agreement to exercise any right hereunder
shall operate as a waiver of any other right hereunder, and a waiver of any
right on one occasion shall not constitute a bar to or a waiver of any such
right on any future occasion.
24. Xxxxxxxxx'x may assign this agreement. However, User may not assign this
agreement, by document of assignment, merger or consolidation, without the prior
written consent of Xxxxxxxxx'x, which Xxxxxxxxx'x may withhold in its sole
discretion. This agrecment shall be binding upon and inure to the benefit of the
parties and their successors and permitted assigns.
25. Any notice required to be given by this agreement shall be addressed as
follows:
(a) to Xxxxxxxxx'x:
Xxxxxxxxx'x Gallery, LLP, attn. Xxxx Xxxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
(b) to User at its mailing address set forth below
Showstar Xxxxxx.xxx, Inc.
c/o Technical Operations
#00-0000 Xxxxxxxxxxx Xxx
Xxxxxxxx, XX, Xxxxxx
X0X 0X0
or to such other address as Xxxxxxxxx'x or User may specify by notice to the
other. Notices shall be deemed delivered, if delivered in person, upon
delivery, or if mailed, 24 hours after mailing.
26. Governing Law. This agreement shall be construed under and governed by the
laws of the Commonwealth of Massaohusetts without regard to the choice of law
rules thereof.
27. User represents and warrants that the following information is true and
correct:
User's form of organization: corporation
User's state of organizatIon (if not a proprietorship): Colorado
User's principal Place of business: 000 X. 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX, 00000
User's mailing address; Showstar Technical Operations
#00-00000 Xxxxxxxxxxx Xxx
Xxxxxxxx, XX, Xxxxxx
X0X 0X0
User's e-mail address: xxxxxxx@xxxxxxxx.xxx
--------------------
User's website URL: xxx.xxxxxxx.xxx
--------------------
Executed this 1st of August, 1999.
XXXXXXXXX'X GALLERY, LLP
/s/
By Xxxx Xxxxxxxxx
its partner duly authorized
USER
/s/
By Xxxx Xxxxx
Its President
