Exhibit 4.7
OPERATING AGREEMENT BETWEEN BLOODSTOCK RESEARCH INFORMATION SERVICES, INC.
("BRIS") AND STARNET COMMUNICATIONS ("HOST").
R E C I T A L S:
HOST maintains a website upon which it will locate one or more banners
promoting BRIS or BRIS products. A link from HOST'S website to BRIS' website
will be established whereby customers of HOST may access BRIS and the services
and products it offers for sale. In order to obtain new customers for its
products, BRIS will compensate HOST for new customers it obtains and products
and services it sells to them as a result of the links. The parties have reached
certain agreements with respect to the foregoing which they desire to reduce to
writing.
AGREEMENT
1. HOST agrees to place a banner on its website which will serve as a
link to the website maintained by BRIS. The banner will be located on
handicappers page of host's website. The BRIS banner that HOST displays will
contain those graphic or textual images (indicating a link) that are provided by
BRIS, and HOST will substitute such images with new images provided by BRIS from
time to time.
2. To permit accurate tracking, reporting, and referral fee accrual, BRIS
will provide HOST with special link formats between the two sites and HOST
agrees that the links between the two sites will properly utilize the special
links formats. HOST will only earn referral fees with respect to activity on the
BRIS site occurring directly from the special links and BRIS will not be liable
to HOST as a result of HOST'S failure to use the special links.
3. BRIS will process registrations and orders for BRIS products placed
by customers who follow the special links from the HOST site to the BRIS
site. BRIS may, in its discretion, reject registrations and orders that do
not comply with requirements that it has established. BRIS will be
responsible for all aspects of the processing of the registrations and orders
and the fulfillment thereof. BRIS will track sales made to customers who
register using special links from the HOST site to the BRIS site and will
provide HOST with reports summarizing sales activity. The term of this
agreement shall be for a period of two (2) year(s) commencing as of the date
of this agreement and this agreement should automatically renew for
successive terms of a like period unless either party gives written notice of
termination not less than one (1) years prior to the end of the term then in
effect. This agreement may be terminated immediately at an earlier date in
the event of a breach of the agreement by the other party. Upon the
termination of this agreement, HOST will immediately cease the use of, and
remove from its site, all links to the BRIS site and all marks, logos, or
other materials provided by BRIS to HOST in connection with this agreement.
4. BRIS will pay to HOST a commission of 20% upon the sales by BRIS
of products that are sold by BRIS as a result of the registration of new
customers linking to BRIS from HOST. Sales upon which the commission is based
shall be the aggregate amount paid to BRIS, but for electronic products (but
not products that are faxed or mailed), taxes, services charges, credit card
processing fees and bad debts shall be excluded. Commissions shall be payable
for products sold to these new customers by BRIS as long as this agreement
remains in effect and customers continue to use the accounts established by
them as a result of the BRIS - HOST link. The commission provided for herein
shall be payable only with respect to a customer that is new to BRIS and not
to an existing customer who establishes a new account. BRIS shall not owe a
commission for sales by affiliates of an existing customer, such as members
of the customer's immediate family. Commissions shall be paid on a monthly
basis, provided, however, that, if commissions for any one month are less
than One Hundred Dollars ($100.00), commissions shall not be payable until
the commissions exceed One Hundred Dollars ($100.00) except that, in no event
shall commissions accrue for more than twelve months without being paid. When
a commission is paid by BRIS to HOST, BRIS shall provide HOST with a report
reflecting customer account numbers and amounts spent by the customers.
5. HOST will not purchase BRIS products for the use by HOST or its
affiliates for resale or commercial use of any kind. HOST also agrees that it
will not directly or indirectly offer any person or entity any consideration
or incentive for using links from the HOST site to the BRIS site. In the
event of a violation of this provision, BRIS may withhold referral fees
otherwise payable to HOST under this agreement.
6. Customers who register with BRIS through the use of the links from
the HOST site will be deemed
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to be customers of BRIS and all of BRIS' rules, policies and operating
procedures concerning customer orders, customer service and product sales will
apply to those customers. BRIS may change its policies and operating procedures
at any time, in its sole discretion. Because changes by BRIS may affect certain
products and their prices, HOST agrees that it shall not include price
information in any descriptions of BRIS products.
7. HOST shall not create, publish, distribute or permit any written
material that makes reference to BRIS or its products without the prior written
consent of BRIS.
8. HOST will be solely responsible for the development, operation and
maintenance of its site and all materials that appear thereon. Without
limitation, these responsibilities include the technical operation of the site
and all related equipment; the creation and posting of product descriptions on
the site and the linking of those descriptions; the accuracy and appropriateness
of materials posted on the HOST site; and assurance that materials posted on the
HOST site do not violate or infringe upon the rights of any third party. BRIS
disclaims all liability for such matters and HOST agrees to indemnify and hold
BRIS harmless from all claims, damages and expenses relating to the development,
operation, maintenance and contents of its site. HOST agrees that its site will
not, in any way, copy or resemble the look and feel of the BRIS site nor will
HOST create the impression that its site is the BRIS site or part thereof.
9. BRIS grants to HOST a non-exclusive, non-transferable and revocable
right to (a) access the BRIS site through the links solely in accordance with
the terms of this agreement, and (b) use the BRIS trademark and logo and
identifying materials relating to BRIS for the sole purpose of linking HOST'S
site to the BRIS site where HOST users can register with BRIS or purchase its
products. These marks, logos and identifying materials may not be altered,
modified or changed in any way and will be returned to BRIS upon termination of
this agreement.
10. HOST grants to BRIS a non-exclusive license to utilize its name, marks,
logos and identifying material to advertise, market, promote and publicize its
rights hereunder.
11. BRIS makes no express or implied warranties or representations with
respect to the relationship between HOST and BRIS or any products sold as a
result of their relationship (including, without limitation, warranties of
fitness, merchantability, non-infringement or any implied warranties arising out
of course of performance, dealing or trade usage). BRIS makes no representation
that the operation of its site will be uninterrupted or error-free and it will
not be liable for the consequences of any interruptions or errors.
12. BRIS and HOST are independent contractors and nothing in this agreement
shall create any other type of relationship between the parties.
13. Except as may otherwise be provided in this agreement, BRIS and
HOST agree that all information obtained by the other shall remain strictly
confidential and secret and shall not be utilized, directly or indirectly, by
such party for its own business purposes or for any other purpose except and
solely to the extent that any such information is generally known or available
to the public through a source other than such party hereto.
14. HOST has independently evaluated the desirability of entering into this
agreement and is not relying on any representation, guarantee or statement other
than as set forth herein. HOST understands that BRIS may, at any time, directly
or indirectly, solicit customer referrals on terms that may differ from those
contained in this agreement or operate websites that are similar to or compete
with HOST'S website.
15. This agreement will be governed by the laws of the Commonwealth of
Kentucky. HOST may not assign this agreement without the prior consent of
BRIS. Subject to that restriction, this agreement will be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns. This is the sole and complete agreement between the parties and
may not be amended, except in writing signed by both parties.
DATED: Jan. 18, 2000.
BRIS: BLOODSTOCK RESEARCH INFORMATION
SERVICES, INC.
BY:
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HOST:
BY: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
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