LICENSE DISTRIBUTION AGREEMENT
------------------------------
ENTERED INTO IN NEW YORK, UNITED STATES, this __th day of December 1999.
BETWEEN: XXXX-XXX.XXX, INC., a Florida corporation duly
constituted under the laws of Florida, having its head
office or principal place of business at 000-000 X.
Xxxxxx Xx., Xxxxxxxxx, XX, X0X 2T7(hereinafter
referred to as the "Licensor");
AND: VOLT INFORMATION SCIENCES, INC. a New York corporation
having an office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, XX 00000, for itself and its subsidiaries and
divisions (hereinafter collectively referred to as
"Volt" or the "Licensee")
PREAMBLE
--------
WHEREAS the Licensor has created and is the owner of the XXXX-XXX.XXX Inc.
"Direct Connect" software (the "Software") that enables a detailed description
of the Software's functionalities and specifications being attached to this
License Agreement (the "Agreement") and identified as Schedule A;
WHEREAS Licensee intends to use the Software in conjunction with Licensee's
other ventures and new ventures, to sublicense the Software or otherwise
distribute or make the Software available to its customers and/or their
customers;
WHEREAS the Licensor agrees to license the Licensee with the Software, subject
to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the aforementioned premises and the mutual
covenants hereinafter set forth, the Preamble forming integral part of this
Agreement, the parties agree as follows:
SECTION 1
DEFINITIONS
-----------
1.1. For the purposes of the Agreement, unless otherwise expressly
provided, the following terms shall have the meaning set forth
below:
"Listing" a business name and
telephone number found in a
database of Licensee or its
relevant Customer(s).
1
"Listed Business" a business for which a
Listing appears in the
relevant directory in
respect of which business a
Sub-License to the Software
has been executed.
"Customer" either a telephone company
customer of Licensee or any
other business entity which
provides, in written or
electronic form, a
directory containing
Listings.
"Notional Sub-License Fee" the sub-license fee
determined in accordance
with Schedule B,
paragraph 3.
"Actual Sub-License Fee" in each case, the
sub-license fee for the
Software charged by
Licensee to (i) its
relevant Customer, (ii) a
Listed Business which
advertises in any written
or electronic directory
published by Volt's
Directory Division or (iii)
any other Listed Business
which enters into a
sub-license agreement for
the Software directly with
Licensee.
"Screen" electronic device from
which the end-user derives
visual information.
"Icon" a symbol created by the
Software which appears on a
Screen next to or otherwise
associated with a Listing
which provides "highlight,
click and Connect"
capability.
"Website" a website maintained by a
business.
"Volt Directory" a directory of Listings in
written or electronic form
published by Volt's
Directory Division.
SECTION 2
LICENSE AND RIGHTS PERTAINING TO THE SOFTWARE
---------------------------------------------
2.1. The Licensor represents and warrants that it has the rights to
use and license the Software, that the present license is
granted to the Licensee pursuant to and in respect of those
foregoing rights and that the Licensor has full power and
authority to enter into and perform this Agreement and that
the agreement with Wazzu Inc. referred to in section 2.2(a) in
no way conflicts with this Agreement or any of the rights
granted to Licensee hereunder.
2.2. Subject to the terms and conditions of the present Agreement;
a) the Licensor grants to the Licensee during the entire
term of this Agreement, the exclusive right to use,
2
market and distribute and sublicense the Software in
the Territory and the exclusive right to use the
domain name "000XXXXXX.xxx"; provided, however, that
the sole exception to the exclusivity of Licensee's
right to use, market and distribute the Software is
any rights granted by Licensor under the pre-existing
US distribution agreement in effect with Wazzu Inc..
b) during the term of this Agreement, the Licensor will
not utilize or permit any third party (including, but
not limited to Wazzu Inc.) to utilize any of the
following domain names in the Territory: CALLME
000.XXX; XXXXXX000.XXX; XXXXXX000.XXX; 000XXXXXX.XXX;
411 XXXXXX.XXX.
c) Nothing in this Section shall preclude the Licensor
from directly marketing licenses for the Software,
provided that (i) the sale of any such licenses shall
be made through the Licensee, at a price reasonably
acceptable to the Licensee, (ii) the Licensee shall
undertake to sell any such licenses and (iii) the
Licensee shall pay the License Fees described on
Schedule B to the Licensor in connection with any
such license sales.
SECTION 3
LICENSE FEE
-----------
3.1. For the duration of this Agreement and any renewal periods
thereafter, the Licensee shall pay to the Licensor, in US
funds, on a monthly basis, the License Fee, the amount and
particulars of which are further detailed in Schedule B
annexed hereto and forming part of this Agreement.
3.2. Payment of the License Fee described in Section 3.1 shall be
accounted for and paid monthly, within thirty (30) days after
the close of the preceding month. The Licensee may pay the
entire License Fee attributable to each Software license sold
during the preceding month, or may remit such portion of the
License Fee as is attributable to the frequency of payment
agreed to between the Licensee and its end-user; provided,
however, that the Licensee shall be responsible for payment of
the License Fee to the Licensor irrespective of its actual
receipt of payment from the Licensee's end-user. In the event
of non-payment by a Sub-Licensor, Licensee may, by disabling
the Software for each Listed Business covered by the
Sub-License, reduce its License Fee obligation to Licensor to
a pro-rated amount, determinede by the duration of the
Software activation. The License Fee shall be paid to the
Licensor at its address set forth in Section 9.1, or to such
other address as may be specified by the Licensor in
accordance with said Section.
3.3. The Licensee shall deliver to the Licensor, at the time each
License Fee payment is due, a statement signed by a duly
authorized representative of the Licensee certifying (a) the
number of Software licenses sold during the monthly period
covered by such License Fee payment; and, (b) the basis for
3
computation of the amount of the License Fee accompanying such
statement. Such statement shall be furnished to the Licensor
whether or not any Software licenses were sold during the
month for which such statement is due.
3.4. The Licensee shall prepare and maintain complete and accurate
records reflecting all transactions required to be reported to
the Licensor under this Agreement. At the Licensor's sole
cost, the Licensor and its duly authorized representatives
have the right, upon reasonable notice, during regular
business hours at the Licensee's principal offices, for the
duration of the period during which the License Fee is payable
and for three (3) years thereafter, to audit said records of
the Licensee and examine all other documents and materials,
other than books of account, in the possession or under the
control of the Licensee with respect to matters which are
required to be reported to the Licensor under this Agreement,
and to make extracts and copies thereof. The Licensee's
records of sales shall be maintained separately from the
Licensee's accounting records relating to other items marketed
by the Licensee. All such books of account, records and
documents shall be kept available by the Licensee for at least
three (3) years after the end of each year to which they
relate.
SECTION 4
TERM AND TERMINATION
--------------------
4.1. Unless otherwise terminated and subject to subsection 4.2
hereof, this Agreement shall end one (1) year from the date of
execution of this Agreement.
4.2. The Licensee shall have the right to renew the term of this
Agreement for one (1) year following termination of the
initial one (1) year term described in Section 4.1, provided
that:
a) The Licensee provides the Licensor written notice of
the Licensee's intent to renew, not less than sixty
(60) days prior to expiration of the current term;
and
b) The Licensee shall have paid all License Fees and
other amounts due to the Licensor under this
Agreement, and shall otherwise be in material
compliance with the other terms and conditions
hereof, both on the date the Licensee provides the
notice described in subsection (a), above, and on the
commencement date of the renewal term.
4.3. The Licensee shall have the right to renew the term of this
Agreement for successive one (1) year terms following
expiration of the one (1) year renewal term described in
Section 4.2, provided that the Licensee has complied with the
provisions of subsections (a) and (b) of Section 4.2, and
further provided that if average annual sublicenses of the
Software by or through the Licensee (with a sublicense term of
at least one year) are less than 1,000,000 units for any two
(2) successive years commencing with the first renewal term of
4
this Agreement, the Licensor may, at its option, terminate the
exclusivity granted in Section 2.2(a), above.
4.4. The Licensor or the Licensee may terminate this Agreement at
any time, after written notice, due to the material breach or
default by the other party, unless the other party has
remedied such material breach or default to the satisfaction
of the party complaining, within thirty (30) days after
receipt by the breaching party of said written notice of such
default. A waiver by a party of its right to terminate this
Agreement due to any particular breach or default shall not be
construed as a continuing waiver. In the event where the
Licensor has breached the exclusivity granted to the Licensee
under subsection 2.2 hereof, the Licensee, after having
provided a written notice to the Licensor detailing the breach
and providing a reasonable period to cure such breach, shall
be relieved from paying the License Fee, until such a time
where the Licensor has provided to the Licensee assurances and
evidence that such breach has been cured.
4.5. This Agreement shall be terminated as of right, without notice
or formality if (a) either party proceeds to a liquidation of
its assets; (b) either party hereto makes an assignment of all
its property for the general benefit of its creditors, or if a
bankruptcy petition is filed against it and a final judgment
is rendered pronouncing its bankruptcy; (c) if a receiver,
trustee, liquidator or any person possessing similar powers is
appointed to administer or liquidate either party's assets.
4.6. No termination of this Agreement shall prejudice the
Licensor's rights hereunder to the License Fee provided for in
subsection 3.1 and to the User Database Royalties provided for
in section 8, in respect of sales or licensing agreements
which have been concluded prior to the termination of this
Agreement but for which an invoice has not been issued or
payment has not been received, as the case may be.
SECTION 5
CONFIDENTIALITY
---------------
5.1. The Licensor and the Licensee agree to treat as confidential
any information disclosed to the other as it relates to the
system use and marketing of the Software both during and after
the duration of this Agreement. The Licensor and the Licensee
shall use reasonable care, consistent with the measures taken
to safeguard each of their own confidential information, to
ensure that, each of their directors, officers, employees,
agents, representatives and customers to whom confidential
information needs to be disclosed to allow full execution of
this Agreement, shall keep all such information confidential.
5.2. Additionally and notwithstanding the standard of
confidentiality provided for in subsection 5.1 hereof, the
Licensee's actual and future business strategy as it relates
to the Software shall be treated as confidential information
by the Licensor.
SECTION 6
OTHER OBLIGATIONS AND REPRESENTATIONS
-------------------------------------
5
6.1. Nothing in this Agreement shall be construed as:
a) granting any license or rights to the Licensee other
than those rights granted hereby with respect to the
Software; or
b) creating a partnership or employer/employee
relationship, but the relationship between the
parties is acknowledged and agreed to be that of
arm's length independent contractors contracting with
each other.
6.2. The Licensor warrants that within the Territory, the Software
is not infringing on any existing copyrights, patents or
trade-marks owned by third parties; if any claim is made
against the Licensee or a sublicensee concerning a possible
infringement on existing similar software, the Licensor agrees
to forthwith indemnify and save the Licensee harmless of and
from any consequences that may reasonably flow therefrom in
the form of any actions or proceedings taken by third parties
or others effected as a result thereof. Without limiting the
generality of the above, the Licensor hereby expressly agrees
to assume liability for, and to indemnify, protect, and hold
harmless the Licensee and its agents, employees, and
sublicensees against any and all losses, damages (including
punitive, special and consequential damages), liabilities,
expenses, costs (including reasonable attorneys' fees),
penalties and obligations, loss of expected revenues, arising
out of or incurred in connection with any reasonable claim,
demand, action, suit or proceeding of any kind by any third
party in any way relating to the Software. For the duration of
this agreement, Licensor shall maintain an insurance coverage
of at least $1,000,000 to cover for third party claims of any
nature including copyright infringement, and will name
Licensee as a co-insured.
6.3. The Licensor represents and warrants that the Software is and
shall be fully Year 2000 Compliant in accordance with industry
standards. Year 2000 Compliance means that the Software can
accurately process date/time data (including, calculating,
comparing and sequencing) from, into and between the twentieth
and twenty-first centuries including the years 1999 and 2000
and leap year calculations.
If the Software is not Year 2000 Compliant, the Licensee shall
instruct the Licensor to replace or modify, at the Licensor's
expense, all relevant elements so that the Software and its
use by the Licensee becomes Year 2000 Compliant within thirty
(30) calendar days of notice to the Licensor and the Licensor
shall compensate the Licensee forthwith of any loss of
expected revenues linked, directly or indirectly, from the
inability of the Software to be Year 2000 Compliant.
6.4. The Licensor warrants that the Software shall be free from
defects in material and workmanship, and shall conform to the
specifications and functionalities set forth in Schedule A
hereof. Furthermore, the Licensor warrants that the Software
shall conform to any other specifications, drawing, samples or
instructions given at any time and from time to time, in
writing, by the Licensee ("New Features"), provided (a) that
(i) conformity, as defined with consideration to accepted
6
industry standards, is achievable based upon existing
non-proprietary technology available to the Licensor, and
provided that (ii) the Licensor is afforded the time
reasonably necessary to complete the required work and (iii)
the Licensor reasonably determines that the New Features are
cost justifiable, (b) that, in the event the Licensor
determines that the New Features are not cost justifiable, the
Licensor will, nonetheless, develop such new Features if the
Licensee pays the cost of such development, in which case the
Licensee shall be the sole owner of all property rights in and
to such New Feature (but shall gain no property rights in the
Software, other than in the New Feature); and (c) that in the
case of the enhancement known as the "2-line Solution," as
described in the specifications to be furnished by Licensee,
such enhancement shall be completed by the later of 90 days
after (y) the commencement by Licensee of offering services
utilizing the Software or (z) the Licensee's delivery to
Licensor of such specifications. The Licensor shall compensate
the Licensee forthwith of any loss of non-speculative, but
demonstrably expected revenues stemming from the inability of
the Software to perform up to the specifications described in
Schedule A hereof and those required from time to time by the
Licensee.
6.5. During the term of this Agreement and any renewal terms
thereafter, the Licensor will provide to the Licensee, free of
charge and in addition to its obligations under section 6.4,
any new updates of the Software as well as any improvements
made to the Software as soon as those updates and improvements
are completed and in any event no later than two business days
from their commercial release, or other official release
within any stage of the development process; provided,
however, that Licensee shall not be obligated to incorporate
such improvements into its version of the Software. As well,
the Licensor will provide the Licensee with the required level
of support and training.
6.6. During the term of this Agreement and any renewal periods
thereafter, the Licensee will be responsible for data entry,
sales materials, implementation, monitoring and maintaining a
sales plan/program for the Software, designing, building and
managing a web site through which the Software may be accessed
via the Internet.
6.7. Distribution contemplated by Licensee:
a) Use of the Software (including any one or more of the
following features: Voice Connect, E-Specials; and
Voice Mail)in connection with (i) a Website to be
created by Volt containing Listed Businesses
representing some or all of approximately 53,000
Listings listed in Volt Directories and/or (ii) the
individual Websites of some or all such Listed
Businesses;
b) Use of the Software (including any one or more of the
following features: Voice Connect, E-Specials and
Voice Mail) in connection with a Website containing
some or all of Volt's national directory Listings;
c) Sublicensing the Software to any or all Customers
(for example, Xxxx Atlantic's Big Yellow service) for
use on their own Websites.
7
6.8. During the term of this Agreement, the Licensee shall use its
reasonable commercial efforts to promote and market the sale
of licenses for the Software, and to maximize License Fees
hereunder.
6.9. The Licensee acknowledges and agrees, subject to the exclusion
in Section 6.4, that the Software is the sole and exclusive
property of the Licensor and the Licensee has no ownership
interest whatsoever in all or any aspect of the Software.
Licensee shall not alter, modify, change or engineer the
Software, or any portion thereof, in any manner, without the
prior written consent of the Licensor.
6.10. The Licensee acknowledges and agrees that the Licensee Fees
contemplated by this Agreement are based upon one (1) year
renewable license terms; except that, Licensee may sublicense
the Software to first time sublicensees for such shorter
periods, of not less than three months, as Licensee deems
appropriate to secure the business. The License Fee
corresponding to each such shorter sublicense period shall be
prorated on the basis of the duration of the corresponding
sublicense period. To the extent the Licensee markets software
licenses for terms greater than one (1) year, the Licensor
shall be entitled to its License Fee for each year included in
the term of a Software license.
6.11. The Licensee understands that the Licensor's ownership rights
in and to the Software constitute valuable proprietary
information and that the Licensor's interest in the Software
may be diluted and diminished in the event third parties
improperly obtain and/or use the Software and related
intellectual property. Accordingly, the Licensee agrees (i) to
take all reasonable steps to protect the Licensor's ownership
rights in and to the Software and related intellectual
property rights, (ii) to notify the Licensor promptly upon
learning that a third party has violated or is violating the
proprietary rights of the Licensor in and to the Software or
related intellectual property rights, and not to permit or
participate with any third party in the unauthorized use of
the Software or related intellectual property rights.
6.12. Both the Licensee and the Licensor will designate a contact
person responsible for regular reviews of data and projections
between the Licensor and the Licensee in order for both
parties to adequately perform their respective obligations.
SECTION 7
RIGHTS TO THE USER DATABASE
---------------------------
7.1. The parties to this Agreement agree that all rights to the
User Database and all copyright and other intellectual and
proprietary rights therein are and will remain, through the
duration of this Agreement and after its expiry, the property
of the Licensee; provided, however, that Licensee will pay to
Licensor 20% of the sales or license fees actually received by
Licensee from any third party for use of the User Database.
7.2. The Licensee shall prepare and maintain complete and accurate
records reflecting all sales and fees received by it from any
third party for use of the User Database. The provisions of
Section 3.4, relating to the Licensor's audit rights, shall
apply to the records contemplated by this Agreement.
8
SECTION 8
ESCROW
------
8.1. Licensor shall at its own expense on an ongoing basis deposit
with an escrow agent a copy of the latest version of the
Source Code of all Software (including necessary software
tools) and the applicable documentation (including a
description of the necessary hardware environment), pursuant
to the standard escrow agreement ("Escrow Agreement") set
forth in Schedule C annexed hereto and forming part of this
Agreement.
8.2. The escrow agent shall be entitled to conduct the appropriate
procedures to establish that the deposited version of the
Source Code is identical to the then-current Source Code of
the operational Software.
8.3. To the extent that the Licensee obtains the Source Code of the
Software in accordance with the terms of the Escrow Agreement,
the Licensee's right to use the Software and/or Source Code
shall be limited to its use solely for purposes of providing
it with the benefits to which it is entitled under this
Agreement, and solely for the term hereof, including any
available renewal terms.
8.4. The Licensee shall remain obligated to pay all applicable
License Fees required by this Agreement payable to the
Licensor in the event the Source Code has been released to the
Licensee pursuant to the Escrow Agreement.
8.5. To the extent that the Licensee obtains the Source Code of all
Software in accordance with the terms of the Escrow Agreement,
the Licensee shall protect the confidentiality and proprietary
nature of the Software and Source Codes. Licensee shall take
all reasonable precautions to prevent a third party from
infringing upon the Licensor's ownership of the Software and
Source Codes, and shall immediately notify the Licensor of any
actual or threatened infringement of the Licensor's
proprietary rights thereto.
8.6. Section 4.1 of the Escrow Agreement in the form of Exhibit C
shall be deleted in its entirety and replaced with the
following:
"4.1 Release Conditions. As used in this Agreement, "Release
Conditions" shall mean the following:
a. an uncured default or material breach by Depositor as
described in the first sentence of Section 4.4 of the
License Agreement;
b. the occurrence of an event, as to Depositor,
described in Section 4.5(a) through (c) of the
license agreement; or
c. Depositor's failure to conduct business in the
ordinary course of its business such that Preferred
Beneficiary is deprived of a material right and/or
9
benefit to be enjoyed by it under the license
agreement, including without limitation, those set
forth in Sections 2 and 6 of this Agreement.
Notwithstanding the foregoing, the merger of the Licensor with
a third party, the sale of all or substantially all of the
assets of the Licensor or transaction which results in a
change in control of the Licensor shall not constitute a
"Release Condition" for so long as, following such merger,
sale or transaction, the Preferred Beneficiary is not deprived
of any material rights and/or benefits to be enjoyed by it
under the License Agreement.
SECTION 9
GENERAL PROVISIONS
------------------
9.1. Any notices or requests which the parties may be required to
give pursuant to this Agreement shall be sent by telecopier or
by registered mail, postage prepaid, to the addresses set out
below (until and unless the other party is notified in writing
of a change):
If to the Licensor, at:
Xxxx-Xxx.xxx, Inc.
Attention: Xxxxx Xxxxxxx, President and CEO
000-000 Xxxx Xxxxxx Xx.
Xxxxxxxxx, XX X0X 0X0
Telephone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxxxxxxx, Esq.
Atlas, Xxxxxxxx, Trop & Borkson, P.A.
000 Xxxx Xxx Xxxx Xxxx.
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Licensee, at:
Volt Information Sciences, Inc.
Attention: Xxxxxx X. Xxxxxx, Vice President
Volt Delta Resources
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
10
With a copy to:
Xxxxxx X. Xxxxxxxxx, General Counsel
Volt Information Sciences, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
and shall be deemed to have been received three (3) days after
the date of mailing or on the date faxed, if transmission is
received prior to 5:00 p.m. local time of the recipient,
otherwise the following business day. A party may change any
of the above addressees by giving written notice to the other
party.
9.2. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter
hereof and neither of the parties shall be bound by any
conditions, definitions, warranties or representation with
respect to the subject matter hereof, other than as expressly
provided in this Agreement.
9.3. This Agreement shall be deemed made in and governed by and
interpreted in accordance with the laws of the State of New
York.
9.4. In the event that any section or subsection is held to be
invalid or unenforceable or inapplicable by a court of
competent jurisdiction, such invalidity or unenforceability
shall not affect the remainder of the provisions hereof, but
such part shall be fully severable, and this Agreement shall
be construed and enforced as if such invalid or unenforceable
or inapplicable part had never been inserted herein and the
parties do hereby agree that they would have signed this
Agreement without such invalid or unenforceable part included
herein.
9.5. This Agreement will be binding upon the respective parties
hereto, and their assignees, provided that neither party shall
assign this Agreement or any rights herein without the other
party's written consent. It is understood however that
Licensee shall have the right to assign this Agreement to one
of its affiliates upon written notice to Licensor.
9.6. The obligations in section 5 and in subsections 6.2 and 6.4
shall survive the termination of this Agreement.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their respective officers duly authorized, as of the date first mentioned in
this Agreement.
11
(Licensor) XXXX-XXX.XXX, INC.
Per: /S/ XXXXX XXXXXXX
----------------------
Name: Xxxxx Xxxxxxx
Title: President and CEO
(Licensee) VOLT INFORMATION SCIENCES, INC.
Per: /S/ XXXXXX X. XXXXXXX
--------------------------
Name: Xxxxxx X. XxXxxxx
Title: Vice President
12
SCHEDULE A
----------
SPECIFICATIONS OF THE SOFTWARE
------------------------------
The Direct Connect software, developed by XXXX-XXX.XXX and Quad-Linq Software is
designed to:
1) Allows CONSUMERS, using a single line phone and modem
connection to the Internet, to utilize the features of the
Direct Connect software.
2) Allows BUSINESSES, using a Direct Connect license (one-year
term), to set up Direct Connect icons on their business web
pages, allowing consumers to utilize the features of the
Direct Connect software.
CONSUMERS features and benefits include:
1.) Direct Connect software is free to all consumers.
2.) Direct Connect software installs the first time the icon is used.
3.) Direct Connect software will automatically upgrade to the newest
version when clicked any time after the initial installation.
4.) Direct Connect features a direct (voice) connection, allowing consumers
to connect to businesses from the Internet by placing a regular phone
call with their single line phone and modem connection while viewing
the business' web page. Specifically:
a) Controls modem/phone connection.
b) Auto dials the business.
c) Alerts you to pick up the phone.
d) Allows the consumer to view the web page and talk to
business simultaneously.
e) When finished, the consumer hangs up and clicks the
"DONE" button.
f) The Internet link is re-established.
g) The Consumer can now talk to businesses without
logging on or off the Internet.
5.) Direct Connect also features an email option for consumers to receive
an email of the business' specials, promotions, coupons, and/or
information from a business by using the e-commerce (email) button. The
consumer is able to enter any email address to receive the e-commerce
email from the business. - Direct Connect's Voice mail feature, when
used by the consumer is identical to the direct (voice) connection,
except the call is placed to the business' message service or/and
answering machine. Personal directories are provided for the consumer
and include a Personal Phone Book and a History of the last 10
Businesses called. Personal directories are available to the consumer
through the Desktop and/or System Tray and can be used at any time
whether connected to the Internet or not.
6.) Consumers will have free technical support (during designated business
hours)
DOWNLOAD SPEED COMPARISONS
--------------------------
SECTION 7 Current Size of Direct Connect: 184 KB
MODEM MAXIMUM RATE APPROXIMATE TIME TO DOWNLOAD IN MINUTES AND SECONDS
(MM:SS)
RATING OF DOWNLOAD TIME TO DOWNLOAD
(BITS/SEC) (KBYTES/SEC)
56,600 6.5 00:25
33,600 4.2 00:39
28,800 3.6 00:44
SECTION 8 BUSINESS features and benefits include:
--------- --------
1.) The business will receive a one-year license for each Direct
Connect account.
2.) Unlimited use of each Direct Connect account on business web
pages.
3.) Easy to set up by a virtual on-line program.
4.) 24 hr. a day, 7 days a week access to each Direct Connect
account with complete control over account information and
features.
5.) Illustrated printable instruction manual.
6.) Technical support (during designated business hours)
Each account will include the features of:
7.) A direct (voice) connection to any telephone number used by
the business. A second telephone number option is available
and will be used by the software if the consumer should get a
busy signals from the primary telephone number.
8.) Email specials of unlimited length can be composed in standard
ASCII characters by the business for consumers to request and
receive.
9.) Voice mail: any telephone number and/or answering service may
be used by business.
Direct Connect is designed to work with a consumer's existing hardware. No
guarantee of service is offered if the consumer has no data modem with a regular
touch tone phone, or if single phone line is shared with a fax and/or custom fax
software, or if Internet connection is by ISDN, ADSL and/or cable modem, or if
computer is part of a LAN (Local Area Network) or WAN (Wide Area Network), or
any other hardware/software not identified as common for consumers. If a
consumer does not meet the pre-requisites needed to utilize the Direct Connect
software, the Direct Connect software, upon not find a modem, will assume the
consumer has a phone line available, and will display the business phone number
attached to the Direct Connect license.
Interface and Instructions for the Direct Connect software will be modified By
Phon-net upon agreement by both parties as to what will enhance clarity and
understanding from the consumer's point of view.
Direct Connect software is designed and tested to work with Windows 95 and
Windows 98 only. All operating systems including Unix and Macintosh may work
when running Microsoft Windows, however the software is not tested or supported
for alternative operating systems.
Direct Connect is designed to work with Java enabled Microsoft Internet Explorer
(version 4.0 and higher) and Netscape Navigator (version 4.0 and higher).
Pre-Java versions will not function properly with the software.
Although Direct Connect may work with uncommon and/or custom hardware/software
used by consumers, Direct Connect is designed for standard computers, standard
dial-up connections, and a touch tone phone (connected to the modem and/or same
telephone number).
SCHEDULE B
----------
PARTICULARS OF THE LICENSING FEE
--------------------------------
1. Upon activation of the Software, for each Listed Business in a
Volt Directory, Licensee shall incur the obligation to pay to
Licensor fifty (50%) percent of the Notional License Fee, in
accordance with the payment terms set forth in Section 3.
2. Upon activation of the Software, for each Listed Business in
any other directory, Licensee shall incur the obligation to
pay to Licensor the greater of fifty (50%) percent of the
Actual Sub-License Fee collected by Licensee in respect of
such Listed Business or thirty-five (35%) of the Notional
Sub-License Fee for such Listed Business, in accordance with
the payment terms set forth in Section 3.
3. The Notional License Fee shall be determined as follows:
(a) For a Listed Business for whom an Icon appears next to
its Listing and whose Listing is linked to the Website
of such Listed Business where its own Icon appears:
$149.95
(b) For any other Listed Business for whom an Icon appears
next to its Listing: $99.95
