EXHIBIT 10.2
THIS PURCHASE AND SALE AGREEMENT is made with effect as of May 21, 2002
BETWEEN:
REDRUTH VENTURES INC., a British Virgin Islands Corporation, 3076 Xxx
Xxxxxxx Xxxxx'x Xxxxxxx X.X. Xxx 00000 Xxxx Xxxx, Xxxxxxx, BVI
("Redruth")
AND:
XXXXX.XXX, INC., a Florida Corporation, Xxxxx 0000-0000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Company")
WHEREAS:
A. The Company is indebted to Redruth and Bingo Inc., an Anguillian
corporation, pursuant to a Convertible Debenture (the "Debenture") in the
aggregate principal amount of US$1,250,000 dated as of April 16, 2001;
B. Pursuant to the Debenture, the Company issued to Redruth a Warrant
("Redruth Warrant") dated April 16, 2001 to purchase up to 7,200,000 shares
of common stock of the Company at a price of US$.25 per share;
C. Redruth has agreed to sell and transfer to the Company its interest in the
Redruth Warrant in exchange for the provision by the Company to Redruth of
18 months of unused advertising inventory as detailed in the Company's
standard Insertion Order attached hereto as Schedule "A" ("Redruth IO").
THEREFORE this Agreement witnesses the parties' agreement as follows:
1. Redruth represents and warrants to the Company that:
(a) the indebtedness (the "Indebtedness") owing to Redruth under the
Debenture as at May 21, 2002 is the principal sum of US$750,000
plus all accrued and unpaid interest;
(b) it has not exercised any of its rights to acquire shares under the
Redruth Warrant;
(c) it has not done or permitted any act or thing whereby the
Indebtedness, the Debenture or the Redruth Warrant has been
assigned, released, discharged or encumbered, either wholly or in
part.
2. Redruth hereby absolutely and irrevocably sells, assigns and transfers to
the Company all of Redruth's interest in the Redruth Warrant, free and
clear of all liens and encumbrances. As consideration for the above
assignment and transfer, the Company agrees to provide Redruth with 18
months of specified advertising inventory as set out in the Redruth IO (the
"Specified Inventory") and to serve the Specified Inventory as specified by
Redruth or its affiliated companies. Redruth hereby accepts the Redruth IO
and the Specified Inventory as full and final satisfaction of all of
Redruth's rights and privileges under the Redruth Warrant.
3. To give effect to Clause 2, Redruth will surrender the original Redruth
Warrant to the Company, and Redruth hereby authorizes the Company to cancel
the Redruth Warrant in its entirety and to release any common shares
reserved for issuance by the Company under the Redruth Warrant.
4. Neither Redruth nor any of its affiliated companies will:
(a) contact, solicit or engage in any communication with any existing
clients or customers of the Company as defined in Schedule "B"
attached hereto for the purpose of offering, selling or making any
of the Specified Inventory available to such existing clients or
customers of the Company;
(b) possess or resell any opt-in email list belonging to the Company;
and
(c) disclose or release the terms of this Agreement without the prior
written consent of the Company.
5. Redruth acknowledges that except as expressly provided herein, the Company
provides the Specified Inventory under the standard terms and conditions as
detailed in the Redruth IO and in the event of default by Redruth of Clause
4 herein the Company may discontinue provision of the Specified Inventory
and Redruth accepts this condition without any recourse and without any
warranty of any kind, either express or implied, as to any other payment by
or on behalf of the Company.
6. Redruth hereby releases the Company and its affiliated and associated
corporations from all obligations, agreements and liabilities of any nature
and kind, other than as set out in this Agreement.
7. This Agreement may be executed in one or more counterparts which may be in
original or facsimile copies, and all such counterparts when taken together
shall constitute one and the same instrument.
The parties have executed this Assignment as evidenced below.
REDRUTH VENTURES INC.
Per:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
AUTHORIZED SIGNATORY
XXXXX.XXX, INC.
Per:
/s/ Xxxxxxx Xxxxxxxx
-------------------------------------
AUTHORIZED SIGNATORY
XXXXX.XXX INC. Date: May 16, 2002
[LOGO] #0000-0000 XXXXXXX XXXXXX TEL:(000) 000-0000
VANCOUVER, B.C. FAX:(000) 000-0000 Invoice #
CANADA, V6E 3Z3 WEBSITE: XXX.XXXXX.XXX ----------------
SIGN AND FAX TO 0-(000) 000-0000
Client: Redruth Ventures, Inc.
----------------------
Start Date: JUN 1/02 End Date: NOV. 30/03 Duration (# wks):
---------------------- --------------- ------
Sales Person:
----------------------
ADVERTISER: CYOP Systems
----------------------
Media Contact: Xxxxxxxx Xxxx ACCOUNTING CONTACT:
---------------------- ---------------
Address: #406 1040 Xxxxxxxx Phone:
---------------------- ---------------
City/State: Vancouver Email:
---------------------- ---------------
Zip:
----------------------
Phone: 000-000-0000
----------------------
Fax: 000-000-0000
----------------------
Email: Xxxxx@xxxx.xxx
----------------------
ACCOUNTING CONTACT:
----------------------
Phone:
----------------------
Email:
----------------------
TERMS & BILLING INSTRUCTIONS
----------------------------
NET 30 [ ] REDRUTH VENTURES, INC. HAS PREPAID IN FULL FOR THE
MONTHLY PREPAY [ ] ENTIRE CAMPAIGN AS PER THE AGREEMENT DATED MAY 21, 2002
PREPAY IN FULL [X] Xxxxx.xxx Inc.
Payment Method
CHECK [ ]
WIRE TRANSFER [ ]
MEDIA PURCHASE DETAILS
----------------------
MEDIA SUPPLIER: Xxxxx.xxx
CAMPAIGN DETAILS: Client will provide Xxxxx.xxx with all creatives
for serving on Xxxxx.xxx media space. Client may also
provide links to client servers by which client may
circulate any creatives within the duration of the campaign.
All media served under Xxxxx.xxx will be subject to approval
prior to serving. 50% of all campaigns will be for Xxxx.xxx.
IMPRESSIONS TOTAL # OF
CREATIVE TYPE: AD UNIT SIZE CPM OR CLICKS NET COST MONTHS LOCATION COMMENTS
------------------------------------------------------------------------------------------------------------------------------------
BANNER 468X60 6050000 A MONTH 18 XXXXX.XXX IMPRESSIONS ARE BASED ON TOTAL EACH MONTH
------------------------------------------------------------------------------------------------------------------------------------
INDEX POP 250X250 285714 A MONTH 18
------------------------------------------------------------------------------------------------------------------------------------
GAMES POP 250X250 625000 A MONTH 18
------------------------------------------------------------------------------------------------------------------------------------
INTERMISSION 500X350 652500 A MONTH 18
------------------------------------------------------------------------------------------------------------------------------------
TOWER 120X600 445666 A MONTH 18
------------------------------------------------------------------------------------------------------------------------------------
BUTTONS 120X240 1500000 A MONTH 18
------------------------------------------------------------------------------------------------------------------------------------
BUTTONS 120X60 1500000 A MONTH 18
------------------------------------------------------------------------------------------------------------------------------------
GAME LOADING 300X200 1 WEEK A MONTH 18 DATE TBD
------------------------------------------------------------------------------------------------------------------------------------
SPLASH INTERMISSION 300X200 1 WEEK A MONTH 18 DATE TBD
------------------------------------------------------------------------------------------------------------------------------------
SOLO E-MAIL 1 A MONTH 18
------------------------------------------------------------------------------------------------------------------------------------
HOME PAGE (COLUMN 4) HARD CODED IMPRESSION OF KENO AND BIGR AND FOX CLICK THROUGH BUTTONS
------------------------------------------------------------------------------------------------------------------------------------
MONTHLY TOTALS
------------------------------------------------------------------------------------------------------------------------------------
DAY SENSITIVITY: YES: NO
---------------------------------------------------------------------------------------------------------------
IF YES WHICH DAY: Mon: Tues: Wed: Thurs: Fri: Sat: Sun:
---------------------------------------------------------------------------------------------------------------
BANNER CREATIVES PROVIDED: By Client: YES By Xxxxx.xxx:
--------------------------------------------------------------------------------
DATE CREATIVES FINALIZED:
--------------------------------------------------------------------------------
REPORTING SCHEDULE:
--------------------------------------------------------------------------------
TERMS AND CONDITIONS: This Insertion Order is subject to Publisher and
Supplier Approval.
1) This insertion order constitutes an agreement between the parties. It
supersedes all prior proposals, agreements, or other communications between
the parties regarding such subject matter. The return of this agreement
signed by the advertiser or agent constitutes acceptance of all terms and
conditions of this agreement.
2) Xxxxx.xxx recognizes the industry wide issue of ad serving discrepancies,
and has adopted the following policy, which Advertisers hereby agrees to
adhere to:
a) For billing purposes, Xxxxx.xxx and Advertisers will recognize a
l0% discrepancy as being within acceptable industry parameters.
For any discrepancies within 10%, campaigns will be billed based
on our system numbers.
b) Advertisers will be supplied with a login & password to our ad
serving system. This will be included in the email with the ad
serving tags. Advertisers will be responsible for monitoring the
discrepancies between the ad servers within the initial 48-72
hours of the campaign. After the initial 72 hours, the Advertiser
is responsible to check on the numbers from time to time, and must
notify Xxxxx.xxx when the discrepancy is higher than 10%.
c) Upon notification of a discrepancy higher than 10%, Xxxxx.xxx will
ask that the campaign be paused until we can collectively decide
how best to proceed. If Advertiser does not notify Xxxxx.xxx of
discrepancy, Advertiser agrees that campaigns will be billed on
system numbers, regardless of the discrepancy.
3) All advertising is subject to publisher's approval. The publisher reserves
the right to reject advertising, which is not in keeping with the
publisher's standards. The publisher's liability for any error will not
exceed the charge for the advertisement in question.
4) Advertisers assume the liability for all content of advertisements
published and/or any claims arising therefrom made against the publisher.
Advertisers agree to indemnify the publishers against any such claims and
all related costs and expenses (including attorney's fees).
5) Xxxxx.xxx has the right to pre-empt any campaign.
6) Only Written Insertion orders will be honored.
7) All gaming related client and advertisers will be required to adhere
to prepayment terms.
8) Cost per Click and Cost per Acquisitions deals may be permitted however,
all reporting and serving must be done off the internal software and
reporting. No third party code will be permitted.
9) Non-Disclosure and Non-Circumvention Agreement
The parties hereby agree as follows:
In its sole discretion, the Disclosing Party will provide to the Receiving
Party certain confidential and proprietary information for the limited
purpose of allowing the Receiving Party to
________________________________________________________________________________
a) Definition - For purposes of this Agreement, "Confidential
Information" shall mean the information received by the
Receiving Party from the Disclosing Party which is marked as
Confidential and/or "Proprietary" or which would logically be
considered "Confidential" and/or "Proprietary" in view of its
relationship to the whole disclosure. Information initially
furnished orally which was identified by the Disclosing Party as
confidential and/or proprietary at the time of disclosure, shall
be treated by the Receiving Party as Confidential Information.
b) Protection and Purpose - All "Confidential Information" shall be
maintained in confidence by the Receiving Party, and shall not be
disclosed to any third party and shall be protected with the same
degree of care as the Receiving Party normally uses in the
protection of its own confidential and proprietary information,
but in no case with any less degree than reasonable care. The
Receiving Party shall not use any "Confidential Information"
received from the Disclosing Party except for the evaluation
purposes set forth above. The Receiving Party shall not use any
"Confidential Information" received from the Disclosing Party to
circumvent any agreement with any company or persons associated or
affiliated with said.
c) Restrictions - The restrictions herein provided shall not apply
with respect to "Confidential Information" which:
i) Is or becomes a part of the public domain without breach
of this Agreement by the Receiving Party; or
ii) Is disclosed by the Disclosing Party to a third party
without a commitment of confidentiality by the third
party; or
iii) Is disclosed pursuant to judicial action or government
regulations, provided the Receiving Party notifies the
Disclosing Party prior to such disclosure and cooperates
with the Disclosing Party in the event the Disclosing
Party elects to legally contest and avoid such
disclosure.
d) Rights and Licenses - This Agreement and the furnishing of
"Confidential Information" as provided herein shall not be
construed as establishing, either expressly or by implication,
any grant of rights or licenses to the Receiving Party or any
relationship between the parties.
e) Ownership - All tangible information and other information
submitted hereunder by the Disclosing Party to the Receiving
Party, shall remain the property of the Disclosing Party. If
either party elects not to pursue any further business
undertaking, the Receiving Party shall promptly return to the
Disclosing Party all tangible information, and all copies
thereof, related to "Confidential Information".
f) Termination - This Agreement is to be construed in accordance
with the laws of the Province of British Columbia and shall
terminate Two (2) years from the effective date of this
Agreement.
--------------------------------------------------------------------------------
COMMENTS/ADDENDUMS:
Xxxxx.xxx Inc.
The customer has prepaid for the inventory as shown above. Any monthly campaign
not utilized by the customer will not be replaced.
--------------------------------------------------------------------------------
SIGN AND FAX TO (000) 000-0000
Advertiser Xxxxx.xxx Inc.
Signature: __________________________ Signature: _________________________
Name: ________________________________ Name: _______________________________
Title: _______________________________ Title: ______________________________
Date:________________________ Acceptance Date:_____________________
CAMPAIGN CREATIVE DETAILS
CREATIVE DEADLINES
New advertisers must submit materials to xxxxx.xxx four business days
prior to start date. Existing advertisers may change their banners as
often as they like as long as we receive new creative by noon two
business days prior to start date.
----------------------------------------------------------------------
IF YOU NEED HELP DESIGNING YOUR CREATIVE, CALL US!
Creative Specs for your campaign are listed below
----------------------------------------------------------------------
CREATIVE SUBMISSIONS
Please send via e-mail and choose one of two options:
Send Banners along with corresponding destination URL's in an email.
Post Banners along with corresponding destination URL's to a WWW page
and send location via e-mail.
CREATIVE SPECIFICATIONS
All banners for this campaign will need to be approved by the site(s)
before being posted.
All banners should be standard size and no larger than 12k per banner.
