SERVICE AGREEMENT
THIS SERVICE AGREEMENT ("Agreement"), is made effective the 1st day of
September, 2005, (the "Effective Date") by and between Access Technology
Solutions, LC, a Utah Limited Liability Company, with its principle place of
business located at 000 Xxxx 000 Xxxxx Xxxx, Xxxx, 00000 ("Access"), and Global
Health Trax Inc., with its principle place of business located at 0000 Xxx
Xxxxxx, Xxxxx, XX 00000 ("Global Health Trax").
I. SCOPE OF SERVICES.
A. Services Access shall provide Global Health Trax the following services
as an outsourced Information Technology and Customer Support service provider:
1. JETSM (Japanese E-commerce Technology) Systems: Access will provide
Global Health Trax with a fully localized Japanese website permitting Global
Health Trax's distributors in Japan to order products via online, fax or e-mail.
Distributors will also have the capability to view order history and status,
including package tracking data. All such orders, placed by
distributors/customers, will be processed via Access JETSM Systems, and will be
electronically forwarded to Global Health Trax for fulfillment. JETSM Systems
will be hosted and maintained by Access. The site will include the following
pages from Global Health Trax's U.S. website (XXXxxxxxx.xxx):
a) Home page (I would recommend using the home page for
XxxxxxXxxxxxXxxx.xxx)
b) Company Overview
c) Product Landing Page
(1) Yeast Recovery Program (not including links to videos)
(2) Active Digestive Enzymes
(a) Digestion
(b) Body Function
(c)Wellness/Longevity
(d) Enzyme Rich Diet
(3) Active Systemic Enzymes
(a) Facts
(b) NattoSEB(R)
(4) Colustrum FM(TM)
(a) Antibodies
(b) Antiaging
(5) Coral Complete
(a) Surgeon General Warns
(b) Perfect Smile
(6) Daily Vita Plus(TM)
(a)Chickens Don't Eat Pizza
(b) Liquid Supplemts vs. Pills
(7) Daily Vita Plus(TM) Vegetarian
(8) HGH At Night
(a) What HGH Is
(b) What HGH Does
(9) L-H-B(TM)
(a) What is LHB?
(b) Lipase
(10) Mega Minerals Plus(TM)
(a) Dead Onions Don't Make You Cry
(b) Lying Apples
(11) Noni Juice
(a) Many Uses of Noni Fruit
(b)Polynesian Power Plant
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(12) Oxygen Elements Plus(TM)
(a) More Energy
(b) Immune Support
(c) Anti-Oxidant
(d) Athletic Performance
(e) Longevity (f) Validation Research
(13) ProgestAroma(TM)
(a) What is Progesterone?
(b) Hot Flashes
(14)Silica Plus(TM)
(a) Anti-Aging
(b) Healthy Skin, Nails, Hair
(c) Healthy Bones
(d) Absorbability
(e) Validation Research
(15) Super Sea(TM)
(a) Longevity/Anti-Aging
(b) Disease Prevention
(c) Anti-Oxidant
(d) Immune Support
(16) ThreeLac(TM)
(a) What are Yeast Infections?
(b) Yeast Infection Assistance
(17) Xxxx Xx Foot Pads
(a) Chinese Herb Support
(b) Keong Hui Biography
(18)Basic Five Pack
(19) Travel Packs
d) Contact Information
2. Access Order Entry: Access will provide an order entry service whereby
Access exclusively processes fax, email, and telephone orders via JETSM Systems.
A local Japanese fax number will be provided so customers placing a fax order
need not make an international call.
3. Access Customer Service: Access will respond and communicate with
distributors and non-distributor members concerning general information
regarding products or company, distributor relations (compensation plan,
marketing material, etc.), and shipping-related matters, via telephone, fax or
email. Initially, a call center for Global Health Trax will be established to
take live calls from 8:00 am to 1:00 pm (Tuesday through Saturday, Japan time)
and also perform other customer service duties, such as incoming facsimile
transmission and email, according to mutually agreed upon methodology, as well
as order entry. Access will also make Japan-based fax number available for
Global Health Trax distributors.
Further, Access Customer Service Department will report to Global Health
Trax corporate regarding all the customer service issues, and feedback
concerning product and marketing from distributors/members, as necessary. Access
Customer Service Department will also coordinate with Global Health Trax's
shipper in Japan to manage issues associated with shipping and delivery of
packages (attempting re-delivery, research on packages, etc.).
Additionally, in order to handle product/company specific questions and
inquiries, Access Customer Service will spend the time necessary to acquire
product-, organization- and corporate-specific information to develop
product/organization-specific expertise.
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4. Direct Japanese Bank Payment System: Access will provide Global Health
Trax with a proxy bank system that allows customers to sign up to become a
distributor and place orders without credit card requirements. Global Health
Trax can also make bonus payments to their distributor's bank account via direct
transfer eliminating the need for costly and inconvenient postal money orders.
This system will be a fully automated process and Global Health Trax's Finance
Department will have an accurate and up-to-date view of its designated bank
account.
5. Credit Card Processing: All customer credit card charges will be
processed via JETSM Systems using Global Health Trax's merchant account. All
cleared charges will be deposited directly into Global Health Trax's merchant
account.
6. System Up Time and Maintenance: Access will make all reasonable efforts
to maximize system up time in accordance with accepted industry standards. In
the event of a system outage Access technicians will respond within 4 hours. All
scheduled system maintenance resulting in downtime will be announced 1 week in
advance via the website, and by e-mail to Global Health Trax's technical
contact. Access will make reasonable efforts to schedule all maintenance in a
manner to minimize downtime and impact on business operations, typically
scheduling such maintenance outside of Japanese business hours.
7. Translation: Access can provide 'English to Japanese' translation
services for Global Health Trax's corporate literature, registration and order
forms, and other web site content not listed above. A quote for these
translation services can be provided at Global Health Trax's request.
8. Additional Services. Global Health Trax may wish to engage Access for
additional services, such as adaptation of internet-enabled mobile phones,
(i-Mode, J-Phone and AU), and product registration in Japan, coordination with
Global Health Trax's distributors to set up seminars or other promotional
activities in Japan, etc. Such services and fees will be determined at such time
as Global Health Trax requests such services and are excluded from this
Agreement. Access shall submit a bid proposal prior to fulfillment of any such
services.
9. Conduct of Services. All Consulting Services shall be performed in a
workmanlike and professional manner.
10. Distributor Information: Access understands that all information with
respect to Global Health Trax distributors is considered confidential and the
exclusive proprietary property of Global Health Trax. Access agrees to enter
into a mutual Non-Disclosure Agreement at the time of signing of this Agreement.
11. Method of Performing Services. Access shall have the right to determine
the method, details, and means of performing the Services described in this
Agreement. Global Health Trax shall, however, be entitled to generally monitor
and inspect work performed by Access to assure satisfactory performance.
12. Scheduling. The Services described in Section I.A. shall be performed
according to schedules reasonably determined by Access and Global Health Trax.
Access will use reasonable efforts to accommodate Global Health Trax's work
schedule request.
13. Reporting. Global Health Trax and Access shall develop appropriate
administrative procedures for coordinating with each other and monitoring the
progress of the services being provided under this Agreement. Each party shall
use best efforts to accomplish this. It is anticipated that Global Health Trax
shall be entitled to reports that recap business
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activities and provides necessary data to properly reconcile all accounts.
Access acknowledges the importance of financial reports and agrees to provide
them within a commercially reasonable period.
II. TERM AND TERMINATION.
A. Term. The initial Term of this Agreement shall commence on the Effective
Date and shall continue for twelve (12) months thereafter, unless earlier
terminated in accordance with Section II.B.1. This agreement may be terminated
by either party at the end of the Term by giving written notice at least thirty
(30) days prior thereto. In absence of such notice, this Agreement shall
automatically renew under the same terms and conditions for a term equal to the
original Term.
B. Termination.
1. This Agreement may be terminated in accordance with the following:
a) By either party at any time if the other party defaults in performance
of the terms or conditions of this Agreement, and if such default shall continue
un-remedied for a period of fifteen (15) days after written notice thereof is
provided to the defaulting party by the other party. Such termination
automatically shall become effective immediately upon such 15th day.
b) Immediately upon the liquidation or dissolution of either party.
c) Global Health Trax may terminate this Agreement with sixty (60) days
written advance notice to Access. In the event Global Health Trax terminates
this Agreement before the end of the initial Term, for reasons other than those
listed in paragraph II.B.1. (a) , Access shall be entitled to the monthly fee
provided for in Paragraph III.A.2 of this Agreement for six (6) months or the
remainder of the Term whichever is shorter.
III. FEES, EXPENSES, AND PAYMENT.
A. Fees. For its Services to be rendered herein, the parties agree that
Access shall be paid as scheduled below:
1. Development Fees
a) Initial Website Development and Setup Fee: $25,000. This fee includes
the cost of developing the localized Global Health Trax website (featuring JETSM
Systems), including translation of the above mentioned pages, Japanese bank
payment processing and order entry systems. This fee also includes the cost of
implementing the system to debit or credit funds to and from Global Health
Trax's and distributors' bank accounts, online order system integration and
bonus payment system integration. This fee does not include the translation of
Forms, Policies and Procedures and other forms not listed above. One-half of
said fee will be billed and payable once this Agreement is signed by both
parties and the remaining balance will be billed and payable at the time of
completion of the website development. Once initial launch of the website, with
each of the features described above, is completed, any additional modification
to the website will be billed at Access' regular hourly rate.
b) Order Processing & Logistics Integration: $3,500. This one-time task to
be performed at Global Health Trax's designated warehouse. Said fee does not
include hardware. It is anticipated that Global Health Trax will need one PC-
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based package scanning station, one digital scale, one thermal label printer,
and one hand barcode scanner. Based on past experience, the cost for these
components is approximately $1,800 to $2,100. Said hardware components shall be
owned exclusively by Global Health Trax. All JETSM Systems and other related
software source code shall remain the exclusive property of Access. One-half of
said fees will be billed and payable once this Agreement is signed by both
parties and the remaining balance will be billed and payable at the time of
completion.
2. Monthly Customer Service and Consulting Fee: $3,000 per month. Inclusive
of customer service, order entry and Acces' hosting fee for the above-mentioned
NFR website. Said fee is billed at the beginning of the month on a net 10 basis.
3. Per Order Fee: In consideration of increased customer service duties and
associated labor requirements resulting from increased shipment quantity, the
following per order fee will be billed, as outlined below. These "per-order
fees" will be billed at month-end and are payable on net 10 basis:
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ORDER QUANTITY MONTHLY FEE
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Up to 1,000 orders per month $5.00 per order
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1,001 to 5,000 orders per month $4.50 per order
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5,001 and above orders per month $4.00 per order
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7,501 and above orders per month $3.50 per order
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10,001 and above orders per month $3.00 per order
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4. Direct Japanese Bank Payment System via JETSM Systems: Purchase
Payments: 1.9% discount rate per transaction. Outgoing Funds: 200 yen ($ 1.67
approx.) per transaction. Monthly minimum fee is 60,000 yen (approx. $500). This
is a monthly minimum fee for all processed orders. For example, if Global Health
Trax had incoming purchases of $10,000, then the discount rate of 1.9% would be
$190. However, the monthly minimum would apply and Global Health Trax would be
billed another $310 (approx.) for that month.
The discount rate will be deducted from the Global Health Trax account
daily as deposit and order information is reconciled. Outgoing funds charges
will be deducted from Global Health Trax's account at the time bonus transfers
are processed.
5. Reimbursable Expense. Including travel and lodging and meal expenses to
set up systems at Global Health Trax's warehouse. These expenses will be
pre-approved and will be paid on a net 10 basis.
6. Translation Services: Access shall provide 'English to Japanese'
translation services for Global Health Trax's corporate literature, registration
and order forms, and web site. These translation services can be provided at
Global Health Trax's request at a rate of $.35 per word.
7. Additional Services: Global Health Trax may wish to engage Access for
additional services. Access fees for such services will be determined at such
time as Global Health Trax requests such services and are in addition to any fee
payable under this proposal.
III. RESPONSIBILITIES OF ACCESS FOR TAXES AND OTHER MATTERS. As an
independent contractor, Access shall pay and report all federal and state income
tax withholding, social security taxes, and unemployment insurance, including
workers compensation, applicable to Access. Access shall not be entitled to
participate in health or disability insurance, retirement benefits, or other
welfare or pension benefits (if any) to which employees of Global Health Trax
may be entitled.
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V. INDEPENDENT CONTRACTORS. The parties are and shall be independent
contractors to one another, and nothing herein shall be deemed to cause this
Agreement to create an agency, partnership, or joint venture between the
parties. Nothing in this Agreement shall be interpreted or construed as creating
or establishing the relationship of employer and employee between Global Health
Trax and either Access or any employee or agent of Access.
VI. GENERAL PROVISIONS.
A. Notice. Any notice required for or permitted by this Agreement shall be
in writing and shall be delivered by certified or registered mail, return
receipt requested, upon verification of receipt. All notices must be sent to the
addresses set forth herein or to such other address that the receiving party may
have provided for the purpose of notice in accordance with this agreement.
B. Remedies. The rights and remedies of any of the parties hereto shall not
be mutually exclusive. In general, the respective rights and obligations
hereunder shall be enforceable by specific performance, injunction or other
equitable remedy, but nothing herein contained is intended to or shall limit or
affect any rights at law or by statute or otherwise of any party aggrieved as
against the other party for a breach or threatened breach of any provision
hereof, it being the intention of this Paragraph to make clear the agreement of
the parties that the respective rights and obligations of the parties hereunder
shall be enforceable in equity as well as at law or otherwise.
C. Governing Law, Jurisdiction and Venue. This Agreement is governed by the
laws of the State of Utah in all respects, and the parties hereto consent to
jurisdiction and venue in the courts of Salt Lake County, State of Utah or the
United States Federal District Court located in Salt Lake City, Utah. The
parties further agree not to disturb such choice of forum.
D. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed to be an original and all of
which shall together constitute but one and the same instrument
E. Entire Agreement. This instrument sets forth the entire agreement among
the parties and supersedes all prior agreements, whether written or oral. All
parts of section titles or captions of this Agreement are for convenience only,
and shall not be deemed part of this Agreement and in no way define, limit,
augment, extend or describe the scope, content or intent of any part or parts of
this Agreement.
F. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their representatives, successors and assigns;
provided, however, that this provision shall not be construed as permitting
assignment, substitution, delegation or other transfer of rights or obligations
by Access except upon the prior written consent of Global Health Trax
G. Waiver of Forbearance. Unless otherwise indicated herein, failure by any
party to insist upon the strict performance of any covenant, duty, agreement or
condition of this Agreement or to exercise any right or remedy consequent upon a
breach thereof shall not constitute a waiver of any such breach or of such or
any other covenant, agreement, term or condition. Any party, by notice delivered
in the manner provided in this Agreement, may, but shall be under no obligation
to waive any of its rights or any conditions to its obligation hereunder, or any
duty, obligation or covenant of any other party. No waiver shall affect or alter
the remainder of this Agreement, but each and every other covenant, agreement,
term and condition hereof shall continue in full force and effect with respect
to any other then existing or subsequently occurring breach. To be effective,
any waiver must be signed by both parties hereto.
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H. Severability. In the event that any condition, covenant or other
provision herein contained is held to be invalid or void by any court of
competent jurisdiction, the same shall be deemed severable from the remainder of
this Agreement and shall in no way affect any other covenant or condition herein
contained. If such condition, covenant or other provision shall be deemed
invalid due to its scope or breadth, such provision shall be deemed valid to the
extent of the scope or breadth permitted by law.
I. Costs and Expenses of Enforcement. In the event that either party fails
to carry out its obligations hereunder, the party in default shall pay all costs
and expenses, including attorney's fees, incurred by the other party in
enforcing its rights or in obtaining redress for the breach, whether by filing
suit or otherwise.
J. Amendments. This Agreement may be modified only by a writing signed by
the parties in interest at the time of the modification.
IN WITNESS WHEREOF, the parties have executed this Service Agreement
effective the date and year first set forth above.
"ACCESS" "Global Health Trax"
Access Technology Solutions, LC Global Health Trax
By:/s/D. Xxxxx Xxxxx By:Xxxxxxx Xxxx, CEO
D. Xxxxx Xxxxx, President & CTO /s/Xxxxxxx Xxxx
Xxxxxxx Xxxx, CEO
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