Exhibit 10.13
BSP REWARDS CORPORATE MEMBER PROVIDER and PORTAL AGREEMENT
THIS AGREEMENT (the "Agreement") entered into as of the 27th day of October,
2003 (the "Effective Date"), provides the terms and conditions under which
MediaNet Group Technologies, Inc., a Nevada corporation having an address at
0000 X. Xxxxxxx Xxx., Xxxxx 000, Xxxx Xxxxx, XX 00000 XXX ("MediaNet"),
authorizes Christian Benefits Association ("member Provider") to be its true and
lawful Member Provider for the purpose of providing members, or having others
provide members, to the BSP Rewards program in accordance with the terms and
conditions contained in this Agreement. This Agreement, together with the other
agreements and schedules referenced in it, contains the complete terms and
conditions between the parties.
MediaNet and Member Provider agree as follows:
1. LICENSE
Subject to this Agreement MediaNet, Inc., Inc. hereby grants you a
non-exclusive, non-transferable BSP Rewards license for so long as you
participate in the Service and adhere to this Agreement, to access, participate
in and use the Service. You agree that you obtain no rights other than the
rights and licenses expressly granted in this Agreement.
PORTAL LICENSE
It is agreed that MediaNet Group may provide Member Provider or their
Organization a Private Branded Rewards Site, and Portal if applicable.
Compensation to MediaNet and terms thereof are outlined on the Schedule attached
hereto, if applicable.
2. UTILIZATION
The Member Provider intends to utilize the BSP Rewards program for itself and
market the program to its members and to individuals ("Members"). During the
Term of this Agreement, Member Provider shall have the right to remarket the BSP
Rewards program subject to approval by MediaNet, which approval will not be
unreasonably withheld.
3. COMPENSATION
MediaNet shall pay Member Provider a fee in accordance with the annexed Fee
Schedule. MediaNet will remit payment as directed by Member Provider in the time
frames noted on the Compensation Schedule attached hereto.
4. PUBLICITY
Member Provider and MediaNet agree that broad publicity with respect to the
relationship developed by this Agreement, and the advantages of such
relationship, will be permitted and actively encouraged and supported by both
parties. This publicity initiative will include, but is not limited to, a press
releases issued by Member Provider and MediaNet, publicizing the strategic
alliance between the parties. Member Provider and MediaNet shall agree on the
form, content of the press release prior to its release on site promotion.
Member Provider Organization agrees to auto-enroll all of their members into
their branded rewards program.
MediaNet shall publicize the Member Provider in its normal course of business.
Member Provider agrees to publicize the program through all of their normal
advertising, marketing and internet programs and campaigns.
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5. PROPRIETARY RIGHTS
5.1 Ownership. Member Provider understands and agrees that MediaNet is
the exclusive holder of and shall retain, all right, title and interest
in and to the BSP Program, Portal, Content and Engine and the All
Pages, iwithou limitation including all intellectual Property therein
site (excluding proprietary pages provided by MProvider.
5.2 Intellectual Property. Nothing herein shall grant a party any
right, title or interest in the other pIntellectua Property, except as
explicitly set forth herein. At no time during or after the Term of
this Agreement sa party challenge or assist others to challenge the
other party's Intellectual Property or the registration thereof or
attempt to register any trademarks, marks or trade names confusingly
similar to those or the other party.
5.3 Intellectual Property Warranty. The MediaNet Brand-A-Port Service
and the operation of the site(s) and branded site(s) and BSP Rewards
branded sites as currently operated by MediaNet, Inc. is designed to
provide a service and/or link taking the end-user to it's originating
website. Other than claims arising out of the use of the B-Port
services, MediaNet shall not be responsible for unauthorized use of the
branded sites by Member Provider or users of Member Provider's Sites.
6. CONFIDENTIALITY
6.1 Confidentiality Information. Each party (the "Receiving Party")
acknowledges that by reason of its relationship to the other party (the
"Disclosing Party") hereunder, the Receiving Party will have access to
certain information and materials, including the terms of this
Agreement, concerning the Disclosing Party's business, plans,
technology, products and services that are confidential and of
substantial value to the Disclosing Party, which value would be
impaired if such information were disclosed to third parties
("Confidential Information"). The Receiving Party agrees that it shall
not use in any way for its own account or the account of any third
party, nor disclose to any third party, any such Confidential
Information revealed to it by the Disclosing Party. The Receiving Party
shall take every reasonable precaution to protect the confidentiality
of Confidential Information. Upon request by the Receiving Party, the
Disclosing Party shall advise whether or not it considers any
particular information to be Confidential Information. The Receiving
Party shall not publish any technical description of the Disclosing
Party's Confidential Information beyond any descriptions published by
the Disclosing party. In the event of expiration or termination of this
Agreement, there shall be no use or disclosure by the Receiving Party
of any Confidential Information of the Disclosing Party, and the
Receiving Party shall not develop any software, devices, components or
assemblies utilizing the Disclosing Party's Intellectual Property. Both
parties agree that the terms and conditions of this Agreement are
confidential and shall not be disclosed to any third party, unless
disclosure is compelled by final, non-appealable order of a court of
competent jurisdiction. BSP agrees to keep the names of all members
provided hereunder as confidential, and shall not share that
information with any other company or entity. BSP also agrees that they
will not solicit the members provided without the prior consent of the
Member Provider and or their organization.
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6.2 Exclusions. Confidential Information does not include information
permitted to be disclosed under section 5an any information that the
Receiving Party can demonstrate by written records: (a) was known to
the Receiving Party prior to its disclosure hereunder by the disclosing
party; (b) is independently developed by the Receiving Party; (c) is or
becomes publicly known through no wrongful act of the Receiving Party;
(d) has been rightfully received from a third party whom the Receiving
party has reasonable grounds to believe is authorized to make such
disclosure without r(e) has been approved for public release by the
Disclosing Party's prior written authorization, or (f) must be por
disclosed pursuant to applicable law, regulation or court order,
provided that the receiving party provides prompt anotic thereof to
enable the disclosing party to seek a protective order or otherwise
prevent such disclosure. In addition, Member Provider and MediaNet may
disclose the existence and terms of this Agreement in connection with a
potential acquisition of substantially the entire business of the other
party, or a private or public offering of securities of either party.
7. LIMITATION OF LIABILITY
NEITHER MEMBER PROVIDER NOR MEDIANET MAKES ANY WARRANTY WHATSOEVER WITH REGARD
TO THE FEATURES, FUNCTIONS, PERFORMANCE, QUALITY OR OTHER CHARACTERISTICS OF THE
SERVICE EACH COMPANY PROVIDES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH
OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT
DAMAGES, HOEVER CAUSED, ON ANY THERORY OF LIABILITY, AND NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MEMBER PROVIDER SHALL NOT BE
LIABLE TO MEDIANET OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY
UNAUTHORIZED ACCESS OR USE OF THE MEDIANET SERVICE OR ANY IMAGES OBTAINED BY
USING THE MEDIANET SERVICE. MEDIANET SHALL NOT BE LIABLE TO MEMBER PROVIDER OR
ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR
USE OF THE MEDIANET SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET
SERVICES.
8. DISCLAIMERS
MediaNet Disclaimers. MEDIANET MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EOR
IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE MEDIANET, PICTUREJUDGE OR
BRAND-A-PORT SERVICE, AND MEDIANET SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES
OF N MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MEDIANET DOES NOT
WARRANT THAT THE OPERATION OF THE MEDIANET SERVICE WLL BE UNITERRUPTED OR
ERROR-FREE. FURTHERMORE, MEDIANET DOES NOT MAKE ANY REPRESENTATIONS REGARDING
THE USE OF THE RESULTS OF THE USE OF THE MEDIANET SITE IN TERMS OF THEIR
CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
9. TERMS AND TERMINATION
9.1 Term. The term of this Agreement shall commence on the Effective
Date and continue for a period of 1 year after the Effective Date,
unless earlier terminated as set forth herein (the "Term"). This
Agreement shall renew for successive 1-year periods, after the initial
1 Year Term, if agreed by both parties within 30 days of license
expiration. Either party may terminate the Agreement on 60-days written
notice during a renewed term. However, in no event shall tof this
Agreement by MediaNet relieve it of the obligation to remit payment to
Member Provider for services provided by Member Provider prior to such
termination. The obligation to remit payment shall survive termination
of this Aand be enforceable so long as MediaNet continues benefiting
directly from the members enrolled by the Member Provider and/or the
affiliates and member providers introduced and contracted through
Member Provider.
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9.2 Termination for Breach or Insolvency. A party shall have the right
to terminate this Agreement on written notice if (a) the other party
ceases to do business in the ordinary course or is insolvent (i.e.,
unable to pay its debts in the ordinary course as they come due), or is
declared bankrupt, or is the subject of any liquidation or insolvency
proceeding which is not dismissed within 90 days, or makes any
assignment for the benefit of creditors, or (b) the other party
breaches any material term of this Agreement, including timely
payments, and fails to cure such bwithi 30 days after written notice
thereof (collectively referred to here in as "Terminating Events"). In
the event of a Terminating Event, involving Member Provider, other than
for an event involving fraud or dishonesty by Member Provider, MediaNet
shall be entitled to offset payments due under this Agreement against
its costs incurred as a result of the Terminating Event, but shall
remain obligated to remit all payments due under this agreement as a
direct or indirect result of the activities of Member Provider prior to
the effective date of termination.
10. Effect of Termination. Upon the expiration or termination of this
Agreement:
10.1 Each party shall, within 30 days of such expiration or termination
return to other party or destroy all Confidential Information and all
other material received from such other party.
10.2 All rights granted by Member Provider hereunder to MediaNet shall
terminate. All rights granted by MediaNet hereunder to Member Provider
shall terminate, subject to the continuing obligation of MediaNet to
remit payment pursuant to the provisions of Section 8.
10.3 Sections 5, 6, 7, 9.2 10, 11, 12 and 13 shall survive the
expiration or termination of this Agreement for any reason.
11. REMEDIES
11.1 Indemnification. Member Provider and MediaNet shall indemnify and
hold harmless each other, and their respective directors, officers,
employees, and agents, from and against all claims, losses, damages and
e(includin reasonable attorney's fees) resulting from the breach of any
agreement, representation or warranty set forth herein; provided the
indemnified party provides the indemnifying party with (i) prompt
written notice of such claim or action, (ii) sole control and authority
over the defense or settlement of such claim or action and (iii) proper
and full information and reasonable assistance to defend and/or settle
any such claim or action.
11.2 Injunctive Relief. The parties acknowledge that the breach or
threatened breach of any tern of this Agreement would cause irreparable
harm to the non-breaching party, the extent of which would be difficult
to ascertain. Accordingly, each party agrees that, in addition to any
other remedies to which a party may be legally ea party may seek
immediate injunctive relief in the event of a breach or threatened
breach of such sections by the other party or any of the other party's
employees or subcontractors.
12. MISCELLANEOUS
12.1 Assignment. This Agreement will be binding upon and inure to the
benefits of the parties hereto and their permitted successors and
assigns. Neither party may assign or otherwise transfer this Agreement
without the other party's prior written consent except to a successor.
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12.2 Waiver and Amendment. No modifications, amendment or waiver of any
provision of this Agreement shall be effective unless in writing and
signed by the party to be charged. No failure or delay by either party
in exercising any right, power, or remedy under this Agreement shall
operate as a waiver of any such right, power or remedy.
12.3 Governing Law. The laws of the State of Florida shall govern this
Agreement, without reference to conflicts of law provisions.
12.4 Notices, etc. Any notice required or permitted by this Agreement
shall be deemed given if delivered by registered mail, postage prepaid,
addressed to the other party at the address shown at the beginning of
this Agreement or at such other address for which such party gives
notice hereunder. Delivery shall be deemed effective 3 days after
deposit with postal authorities. Email, facsimile or other form of
transmission pursuant to which MediaNet receives actual notice of the
accounts into which the funds are to be wired may give notices of the
accounts into which payment is to be wired shall be effective and
MediaNet shall be entitled to rely upon them as if they were sent in
accordance with the nprovision of this paragraph.
12.5 Independent Contractors. The parties are independent contractors
with respect to each other. Each party is not and shall not be deemed
to be an employees, agent, joint venture Member Provider or legal
representative of the other for any purpose and shall not have any
right, power, or authority to create any obligation or responsibility
on behalf of the other.
12.6 Severability. If any provision of this Agreement shall be held by
a court of competent jurisdiction tb contrary to law, such provision
shall be changed and interpreted so as to best accomplish the
objectives of the original provision to the fullest extent allowed by
law and the remaining provisions of this Agreement shall remain in full
force and effect.
12.7 Complete Understanding. This Agreement constitutes the final,
complete and exclusive agreement between the parties with respect to
the subject matter hereof, and supersedes any prior or contemporaneous
agreement, either written or oral.
12.8 Force Majeur. Except with respect to obligations to make payments
hereunder, neither party shall be deemed in default hereunder, nor
shall it hold the other party responsible for, any cessation,
interruption or delay in the performance of its obligations hereunder
due to causes beyond its reasonable control including, but not limited
to: earthquake, flood, fire, storm or other natural disaster, act of
God, labor controversy or threat thereof, civil disturbance or
commotion, disruption of the public markets, war or armed conflict or
the inability to obtain sufficient material, supplies, labor,
transportation, power or other essential commodity or service required
in the conduct of its business, including internet aor any change in or
the adoption of any law, ordinance, rule, regulation, order, judgment
or decree.
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12.9 Content. Member Provider shall have the right to approve the
content of any and all banners, advertisements or buttons MediaNet
offers to place on their Branded Portal if applicable and to restrict,
limit or otherwise control all links MediaNet places on the Portal.
While Member Provider agrees that its approval shall not unreasonably
be withheld, it shall not be deemed unreasonable to refuse aif the link
directs website visitors to websites offering products or services that
are in conflict or compete with products or services offered by the
Member Provider, the Consortium or the businesses, products or services
the Member Provider chooses to promote through the Portal. It shall
also not be deemed to be unreasonable to withhold consent on the basis
of the real or apparent unsavory or prurient nature of the ads or the
websites to which they link.
12.10 No Disparagement. Each party agrees that, during the Term of this
Agreement and for a period of five (5) years thereafter, neither will
make written or oral comments regarding the other that are negative,
disparaging, tend to bring the other into disrepute or call into
question the business acumen, character, honesty or integrity of the
other.
12.11 Policies. Member policies and rules as set forth in Service
materials, including materials of Contributing Companies, either in
print or on the BSP Rewards website (collectively, the "Policies"). The
Policies, including any amendments that may be made from time to time,
are hereby incorporated by reference into this Agreement. BSP Rewards
may modify the Policies at any time. This Policies as so amended will
be posted on the BSP Rewards website, and members continued use of the
Service thereafter will constitute acceptance of any such amendment.
13. No Unauthorized Use of the Service. You agree that you will not, and
will not permit others to:
13.1 provide any unauthorized third party with access to the Service or
any information, data, text, links, images, software, chat,
communications and other content available through the Internet and
proprietary to BSP Rewards (collectively, "Content") by any means;
13.2 modify, reverse engineer, reverse assemble or decompile any of the
software applications used by you in connection with your participation
in the Service;
13.3 engage in any activity that does not comply with U.S. law or other
applicable law and regulations or otherwise engage in any illegal,
manipulative or misleading activity through the use of the Service;
13.4 introduce into the Service any code intended to disrupt the
Service, alter or delete its Content, access confidential Content on
the BSP Rewards website or interfere with the operation of the Service,
including, but not limited to, distribution of unsolicited advertising
or mail messages and propagation of computer worms and viruses;
13.5 post any material in any form whatsoever on the BSP Rewards
website or within the portal, PictureJudge or other Service that is
defamatory, obscene or otherwise unlawful or violates any third party's
right of privacy or publicity; or
13.6 infringe any third party's patent, copyright, service xxxx,
trademark or other intellectual property right of any kind or
misappropriate the trade secrets of any third party in connection with
your use of the Service.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of the day and year last set forth below.
MediaNet Group Technologies, Inc. Legal Name: Christian Benefits Association
By:/S/ XXXXXX X. XXXXX By:/S/ XXXXXXX XXXXXX
Xxxxxx X. Xxxxx Xxxxxxx Xxxxxx
Title: Chief Executive Officer Title: President
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COMPENSATION AND
BRANDED BSP REWARDS SITE FEE SCHEDULE
This Compensation Schedule is attached hereto and made a part thereof that
certain BSP Rewards Member Provider Agreement of even date: Member Provider
shall be entitled to receive compensation under the Member Provider in the
following manner:
Compensation:
BSP Rewards Program: MediaNet shall, upon collection, remit to Member Provider
__% of the net Rewards earned by Members through and provided directly by it,
and __% of the net Member Rewards received and collected that is earned through
additional Merchants, Companies, Organizations, Groups and individuals that have
been contracted by BSP Rewards through Member Provider. Payment of Compensation
(Subject to receipt of good, valid funds)
BSP Rewards Member Purchases Volume: Amounts due Member Providers as noted above
shall be calculated on funds received by BSP by the last day of each month and
shall be remitted on or before the 15th day of the following month.
Records
Member Provider shall be allowed password access to their Branded BSP site
and/or Member Provider data to view to the statistics and information relative
to purchases, rewards earned and fees earned by and through them. MediaNet shall
maintain books and records and shall provide for online confirmation of sales
and payments. MediaNet shall permit Member Provider or its designees reasonable
access during normal business hours and, upon request, to verify funds and
payments due pursuant to this Agreement.
MediaNet Group Technologies, Inc will provide Member Provider or their
designated Organization a Branded BSP Rewards site, and Branded Portal if
applicable, under MediaNet's standard terms and conditions, to be known as:
Member Provider or the designated Organization shall pay the following to
MediaNet Group, as compensation for same.
PAYABLE WITH THIS AGREEMENT
________________________________________________________________________________
Special Member Provider Branded BSP Site/Portal Management and
Rewards Site including Branded Portal Maintenance fee:
$250 per. Mo.(paid quarterly in
$5000 set up fee (if standard) advance)
------------------------------ -------------------------------
________________________________________________________________________________
Payable with Agreement: No charge
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of the day and year last set forth below.
MediaNet, Inc. Legal Name:
By:/S/ XXXXXX X. XXXXX By:/S/ XXXXXXX XXXXXX
Xxxxxx X. Xxxxx Xxxxxxx Xxxxxx
Title: Chief Executive Officer Title: President
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