STAR GREETINGS
LICENSE AGREEMENT
LICENSE AGREEMENT dated as of August 15th, 1998 (this "Agreement"),
by and between STAR GREETINGS LLC, ("Licensor") a Delaware Limited Liability
Company and STAR GREETINGS, INC., a Delaware corporation ("Licensee").
W I T N E S S E T H:
WHEREAS, Licensor is the creator of the "star greetings" concept
(the "Star Greetings Concept");
WHEREAS, Licensor desires to grant Licensee an exclusive license
to the use of its Star Greetings Concept; and
WHEREAS, Licensee desires to implement Licensor's Star Greetings
Concept on its Internet business operations.
NOW, THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. The Star Greetings Concept. The Star Greetings Concept was created
and developed by Xxxxx Hero, a member and the manager of Licensor. The Star
Greetings Concept will involve the deliverance of personalized greetings from
sports and entertainment celebrities, corporate personalities, and animated
characters (the "Star Greeting"). Individuals will purchase the Star Greeting
over the Internet and the Star Greeting purchased will then be sent to the
recipient via Internet, videotape or other electronic means.
2. Terms Relating to the License.
(a) Term. Licensor agrees to provide Licensee with the
exclusive, perpetual and worldwide rights to use the Star Greetings Concept
(the "License") for a twenty (20) year term, beginning on the date first
written above.
(b) Use. Pursuant to the License, Licensee will be permitted to
sell Star Greetings for general audiences (excluding adult content versions) on
its two current URLs located on the world wide web at "Xxxxxxxxxxxxx.xxx" and
"xXxxxx.xxx."
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(c) Royalty. In exchange for the License, Licensee agrees to
pay Licensor 22% (the "Royalty") of the gross revenues received by Licensee
from the sale of Star Greetings. The Royalty will be paid to Licensor within
fifteen days after the end of each fiscal quarter.
3. Termination of License.
(a) Change of Control. This Agreement and the License granted
hereunder shall terminate immediately and Licensee shall have no further rights
to use the Star Greetings Concept in the event of a Change of Control
(hereinafter defined) in Licensee or a Change in Control in iParty Corp., the
parent of Licensee. For purposes of this Agreement, the term Change in Control
shall include any merger or consolidation in which Licensee is not the surviving
entity, and a sale of more than 49% of the assets or stock of Licensee to a
third party or a change of control of its parent, iParty Corp.
(b) Event of Default. In the event that Licensee fails to pay the
Royalty to Licensor as provided in Section 2(c) hereof (an "Event of Default"),
and such Event of Default is not cured within thirty (30) days after receipt of
a notice to cure such Event of Default from Licensor, this Agreement shall
terminate immediately and Licensee shall have no further rights to use the Star
Greetings Concept.
4. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect
to the rules governing the conflicts of laws. Any action, suit, or proceeding
arising out of, based on, or in connection with this Agreement may be brought
only in the United States District Court for the Southern District of New York
and each party covenants, and agrees not to assert, by way of motion, as a
defense, or otherwise, in any such action, suit, or proceeding, any claim that
it is not subject personally to the jurisdiction of such court if it has been
duly served with process, that its property is exempt or immune from
attachment or execution, that the action, suit, or proceeding is brought in
any inconvenient forum, that the venue of the action, suit, or proceeding is
improper, or that this Agreement or the subject matter hereof may not be
enforced in or by such court.
5. Assignability. This Agreement shall not be transferable or
assignable by Licensee.
6. Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested (or comparable method if mailed from a location
outside the United States), sent by telecopy or facsimile transmission (with
receipt confirmed in writing), or delivered against receipt to the party to
whom it is to be given at the address of such party set forth below (or to
such other address as the party shall have furnished in writing in accordance
with the provisions of this Section.
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If to Licensor:
Xxxxx Hero
c/o iParty Corp.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
If to Licensee:
Xxxxx Xxxxxxxxx
President
Star Greetings, Inc.
c/o iParty Corp.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Any notice or other communication given by certified mail (or by such
comparable method) shall be deemed given at the time of certification thereof.
Any notice or other communication sent by telecopy or facsimile transmission
shall be given at the time of written confirmation of receipt.
7. Unenforceability. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.
8. Counterparts. This Agreement may be executed through the use of
separate signature pages or in any number of counterparts (and by facsimile
signature) and each of such counterparts shall, for all purposes, constitute
one agreement binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart.
9. Modification. This Agreement may not be amended, modified or
terminated except by an instrument in writing signed by all parties hereto.
10. Entire Agreement. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and there are no
representations, covenants or other agreements except as stated or referred to
herein.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
STAR GREETINGS LLC
By: ___________________________
Name: Xxxxx Hero
Title: Member/Manager
STAR GREETINGS, INC.
By: ____________________________
Name: Xxxxx Xxxxxxxxx
Title: President
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