Exhibit 10.7
JoinUsOnline Portal Agreement
This AGREEMENT, entered into this _______ day of ___________________, 2000
by and between XxxxXxXxxxxx.xxx, Inc. (hereinafter referred to as "JUOL") and
__________________________________ ("CLIENT").
WHEREAS, JUOL has developed a Portal program ("JUOL Program") which
contains industry specific portals and sub-portals. The Portals and sub-portals
included in the JUOL Program are listed in Schedule A of this Agreement.
WHEREAS, CLIENT wishes to offer the JUOL Program as a Value-Added Program to
CLIENT's customers ("Customers").
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, it is agreed as follows:
1. DUTIES OF CLIENT JUOL Hereby authorizes CLIENT to provide the JUOL
Program as a Value-Added Program to its Customers (No cost to the Customer), and
CLIENT hereby accepts such authorization, for the purpose of providing the JUOL
Program to its Customers subject to the following conditions, representations
and warranties, each of which is material:
a. CLIENT covenants and agrees that it shall not use written materials or
scripts, other than those authorized by JUOL, in connection with the JUOL
Program.
b. CLIENT shall purchase a JUOL Program Membership from JUOL. Each
Membership entitles the recipient ("Member") to unlimited free access to the
JUOL Program for a twelve - (12) month period. The fees for the JUOL Program are
outlined in Schedule A of this Agreement. Furthermore, CLIENT MAY NOT charge its
Customers a fee for enrollment in the JUOL Program.
2. DUTIES OF JUOL
a. JUOL will provide a JUOL Home Page for CLIENT's Customers to enroll and
register in the JUOL Program on-line.
b. JUOL will pay CLIENT a fee calculated in accordance with the terms and
conditions outlined in Schedule A of this Agreement.
3. CONFIDENTIALITY AND PROPRIETARY INTERESTS
a. JUOL agrees that during the term of this Agreement and thereafter,
CLIENT's customer list shall remain the sole property of CLIENT and cannot be
utilized for any other JUOL or JUOL successor's internal promotions, list
enhancements or other list promotions by other companies without written
permission from CLIENT.
b. CLIENT agrees that CLIENT MAY NOT gain any proprietary interest or
right in any JUOL benefit or service provider in the JUOL Portal Program. CLIENT
further grants JUOL the exclusive right to provide CLIENT with benefits and
services in the JUOL Portal during the term of this agreement. Furthermore if
CLIENT attempts to contact any benefit or service provider, including and not
limited to individual local providers, in the JUOL Portal Program without
receiving express written permission from JUOL, JUOL may terminate this
agreement and CLIENT will be liable for all consequential damages.
JUOL________ CLIENT________
1.
4. WARRANTIES
a. The portals and sub-portals offered through the JUOL Program are
provided directly by independent providers and JUOL does not warrant or
guarantee any of the portals and/or sub-portals provided in the JUOL Program.
Any warranties or, guarantees or representations provided are those of the
individual portal and/or sub-portal providers and not JUOL.
5. TERM AND TERMINATION
a. The term of this Agreement is for three (3) years and shall
automatically renew on a yearly basis, unless CLIENT or JUOL provides the other
party with written notice within ninety (90) days of the annual anniversary of
this Agreement.
b. Either party shall have the right to terminate this Agreement if the
other party is in material breach of this Agreement and fails after thirty (30)
days written notice to cure any such breach.
c. If termination of this Agreement occurs, pursuant to the terms set
forth in paragraph 4(a) of this Agreement, the termination shall not affect the
obligation of JUOL to service the balance of the CLIENT's Customers enrolled in
the JUOL Program pursuant to paragraph 2, as long as CLIENT is not offering a
competitive program to the Customers enrolled in the JUOL Program by CLIENT. If
CLIENT does offer a competitive program to the Customers enrolled in the JUOL
Program CLIENT, all fees and services due and owing CLIENT will cease
immediately.
d. If CLIENT is in material breach of this Agreement, all services and
fees due and owing CLIENT will cease immediately.
e. In the event either party wishes to exercise its right to terminate
this agreement pursuant to this paragraph, notice to terminate must be made
pursuant to section 6 of this Agreement.
5. ENTIRE AGREEMENT This Agreement together with Schedule A attached, represents
the entire understanding of the parties with respect to its subject matter and
supersedes all previous discussion and correspondence with respect thereto, and
no representations, warranties or Agreement, express or implied, of any kind
with respect to such subject matter have been made by either party to the other.
6. NOTICES Any notice to be given to JUOL and CLIENT shall be in writing and
shall be deemed to have been given on the same day as mailed by certified mail,
postage pre-paid, return receipt requested, addressed to the respective parties
as follows, unless and until either party notifies the other in writing of a
different address:
IF TO JUOL: XxxxXxXxxxxx.xxx, Inc.
000 X. Xxxxxxxx Xxx., Xxxxx 000
Xxxxxx Xxxxx, XX 00000
IF TO CLIENT: ______________________________________
______________________________________
______________________________________
______________________________________
JUOL________ CLIENT________
2.
7. GOVERNING LAW Disagreement and all questions as to interpretations,
performance and enforcement and the rights and remedies of the parties hereunder
shall be determined in accordance with the laws of the State of Florida. Should
any provision contained in this Agreement violate the laws of any State in which
this Agreement is to be performed, that provision shall be deemed void to the
extent it is so violated without invalidation any other provision contained
herein. Parties mutually and knowingly agree that any suit arising out of or
relating to this Agreement shall be filed and adjudicated by a court in Broward
County, in the State of Florida.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement the day
and year first written.
Witness XxxxXxXxxxxx.xxx, Inc.
______________________________ By_____________________________________
_______________________________________
Name & Title (Print)
Witness CLIENT
______________________________ By_____________________________________
_______________________________________
Name & Title (Print)
3.
SCHEDULE A
1. Pursuant to the following terms and conditions, CLIENT shall enroll and pay
the following fees per Member enrolled in the JUOL Program by CLIENT.
A. CLIENT shall pay $[ ].00 upon execution of this Agreement. The
$[ ].00 shall be used towards the fees described in this Agreement, which are
$[ ] per Member for enrollment into the JUOL Program for a twelve (12) month
period.
B. In order to enroll its Customers, CLIENT must follow one of the
following procedures:
(i) JUOL Certificate Program: CLIENT shall provide the JUOL certificates
to its Customers, at no charge. CLIENT's Customers will enroll into the JUOL
Program on-line. Each certificate is valid for 12 months of FREE Unlimited
access to the JUOL Program, subject to certain restrictions. These restrictions
are listed on the certificates. CLIENT shall purchase numbered JUOL Program
certificates in lots of 1,000 for $[ ].00, which includes shipping and handling.
The price for printing, shipping and handling is currently $[ ] per thousand,
but could vary on future orders.
(ii) JUOL Non-Certificate Program: CLIENT shall provide JUOL with the
information listed below on each New Member being enrolled in the JUOL Program.
The frequency of New Member enrollment shall be determined by CLIENT and JUOL,
based upon volume. CLIENT shall also at the same time, wire to JUOL [ ] ($[ ])
per New Member enrolled in the JUOL Program. All New Customers enrolled prior to
the 15th of the month shall have access to the JUOL Program for the following
twelve- (12) month period, commencing on the 1st of the month following
enrollment of the new Member by CLIENT.
Required Enrollment Information
- Member Name
- Unique Membership #
(a) GROUP ASSIGNMENT: All New Customers enrolled in the JUOL Program will
be assigned to a group, according to the date JUOL receives the New Member
enrollment information, as outlined above. The group assignments are outlined in
the schedule below. The group that a New Member is assigned to shall determine
the date when a Member's Renewal fees are due. An example of the group
assignments is outlined in the schedule below.
Enrollment Date Group
--------------- -----
04/16/98-05/15/98 06/98
05/16/98-06/15/98 07/98
06/16/98-07/15/98 08/98
07/16/98-08/15/98 09/98
08/16/98-09/15/98 10/98
09/16/98-10/15/98 11/98
10/16/98-11/15/98 12/98
11/16/98-12/15/98 01/99
JUOL________ CLIENT________
4.
2. Pursuant to the following terms and conditions, JUOL shall pay CLIENT the
following percentages of the gross fees paid to JUOL, less shipping, handling,
and taxes, for each Member, enrolled in the JUOL Program by CLIENT, who
purchases and/or enrolls in the following JUOL on-line products, benefits and/or
services:
Product, Benefit or Service Percentage of Sale Due CLIENT
--------------------------- -----------------------------
Discount Shopping Network [ ]%
Grocery Coupon Program [ ]%
Hotel/Motel Program [ ]%
Golf Program [ ]%
Vision Program [ ]%
Pharmacy Program [ ]%
Chiropractic Program [ ]%
Dental Program [ ]%
Consumer Plus [ ]% of up front fee plus [ ]% of monthly fees
Health Plus [ ]% of up front fee plus [ ]% of monthly fees
Business Plus [ ]% of up front fee plus [ ]% of monthly fees
Legal Program (Business) [ ]% of up front fee plus [ ]% of monthly fees
Legal Program (Consumer) [ ]% of up front fee plus [ ]% of monthly fees
Web Classified (3 Page) [ ]% of up front fee plus [ ]% of monthly fees
Personal Web Pages [ ]% of up front fee plus [ ]% of monthly fees
Web Hosting [ ]% of development and hosting fees
Internet Dial-Up [ ]% of dial-up fees
JUOL will pay the following fees for each qualified lead generated for the
following services:
Product, Benefit, or Service Lead Fee
---------------------------- --------
Mortgage $[ ]00
BiWeekly Mortgage Program $[ ]00
Real Estate $[ ]00
Moving $[ ]00
Merchant Services $[ ]00
3. As new products, benefits, and/or services are added, an addendum to this
Agreement will be added.
4 All CLIENT's fees shall be considered earned and payable on the 15th of the
month following receipt of the compensation from the JUOL product, benefit
and/or service providers.
JUOL________ CLIENT________
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