EXHIBIT 10.44
RESELLER AGREEMENT
AGREEMENT ("AGREEMENT") made this 27th day of March, 1997 ("EFFECTIVE
DATE") by and between World Commerce Online Inc., a Florida corporation having
offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000, as reseller ("WCO"),
and Galacticomm, Inc. a Florida corporation with offices at 0000 Xxxxxxxxx 00xx
Xxxxxx, Xxxxx 000, Xx. Xxxxxxxxxx, Xxxxxxx 00000, as developer ("GALACTICOMM").
ARTICLE 1.
LICENSE AND DISTRIBUTION RIGHTS
1.1 WCO LICENSE. (a) Subject to the terms and conditions of this Agreement,
Galacticomm grants to WCO a non-execlusive license to include the Galacticomm
computer programs set forth in SCHEDULE A, as such programs may be upgraded or
modified from time to time by Galacticomm (together with additional select
premium software or hardware products manufactured by certain independent
software vendors ("ISV's") under separate contracts with Galacticomm, the
"PROGRAMS", as part of one or more systems including a substantial amount of
other software and/or hardware manufactured or marketed by WCO (each such system
a "VALUE ADDED PRODUCT"), and to market, distribute and sublicense the Programs
as part of a Value Added Product, alone or together with ("DOCUMENTATION"), to
communications networks as commercial turnkey integrated solutions, and only to
customers of WCO for use in the regular course of business and not for resale
("END-USERS"). Programs will be provided to WCO on master diskettes, compact
discs or other physical medial as mutually agreed upon (the "MASTERS") from
which WCO may make copies to market, distribute and sublicense, subject to the
terms of this Agreement, WCO may market and sublicense the Value Added Products
worldwide (the "TERRITORY").
(b) Notwithstanding the license granted above, the parties acknowledge
that Galacticomm may continue to sell to third parties its 3.0 and 4.0 Packages
(including any upgrades or modifications thereto) as stand-alone systems.
1.2 COMPETITION, WCO RELATIONSHIP WITH ISV'S
(a) Nothing in this Agreement shall impair WCO's rights at all times
to use or distribute, without obligation to Galacticomm, similar ideas or
programs which have been independently submitted by others to WCO provided they
do not infringe upon Galacticomm's
copyrights, trade secrets or other intellectual property rights. Further, WCO
may procure, market and distribute products and services at any time which may
be competitive with Galacticomm or the Programs.
(b) The parties acknowledge that WCO must be able to communicate with
current and future ISV's. In that regard Galacticomm agrees to update SCHEDULE B
attached hereto from time to time and to provide any other information
concerning the ISV's as reasonably requested by WCO, Galacticomm's obligations
to update SCHEDULE B and to facilitate communications with ISV's shall survive
termination of this Agreement.
1.3 TRADEMARKS AND TRADE NAMES. WCO may use the trade names and trademarks
specified by Galacticomm in writing for normal advertising and promotion of the
Value Added Products, subject to written direction by Galacticomm which, upon
reasonable notice, withdraws or modifies such authorization. All use of any such
trade name or trademark in any marketing and promotion, including but not
limited to advertisements and packaging, shall contain such notices as may be
specified by Galacticomm from time to time.
ARTICLE 2.
SHIPMENT PRICE AND PAYMENT
2.1 SHIPMENT. Packages containing a Programs, ISV modules in compliance
with ISV/Galacticomm agreements and the applicable Documentation (collectively,
"PROGRAM PACKAGES") shall be shipped by Galacticomm to WCO, F.O.B. delivery of
the Program Packages to a common carrier. Unless otherwise agreed, the shipping
port shall be World Commerce Online, 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx
00000, Galacticomm shall procure on WCO's behalf and at the same rates as
Galacticomm enjoys itself, transportation facilities and access to a
distribution network that would facilitate the timely deliver of Program
Packages to the shipping port. WCO shall reimburse Galacticomm for any and all
shipping charges.
2.2 PRICE.
(a) For each Program Package shipped to WCO, WCO shall pay Galacticomm the
current standard package price of $7,000 per 256 User server, $4,000 per 128
User server, plus 75% of the current retail price of other products through
ISV's, subject to other economic discounts for which WCO may qualify.
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(b) In addition to subsection 2.2(a) above, WCO hereby agrees to remit to
Galacticomm 6% of gross revenues collected in respect of telecommunications
customer internet IP connections, payable on a monthly basis during each
calendar year. Each such payment shall be remitted to Galacticomm no later than
15 days form the end of the prior calendar month and shall reflect 6% of the
revenues collected in such prior month.
(c) In addition to subsections 2.2 (a) and (b) above, WCO hereby agrees to
remit 20% of the maintenance fees collected in respect of charges to End-Users
by WCO, payable to Galacticomm on a monthly basis during each calendar year.
Each such payment shall be remitted to Galacticomm no later than 15 days from
the end of the prior calendar month and shall reflect 6% of the fees collected
in such prior month.
(d) Galacticomm may, upon reasonable advance notice and at its own expense,
review the books and records of WCO from time to time as they relate to the
revenues and fees collected as provided under subsections (b) and (c) above.
2.3 TAXES. All pricing and fees under this Agreement are exclusive of
taxes. Except for taxes based on Galacticomm's net income, WCO shall pay any
federal, state, county, local or other governmental taxes, fees or duties now or
hereafter imposed on the licensing, export, use or possession of the Program
Packages, or any other transaction contemplated by this Agreement, as will as
any penalties or interest thereon.
2.4 ORDERS.
(a) The terms and conditions of this Agreement shall apply to all orders
submitted to Galacticomm and supersede any different or additional terms on
WCO's purchase orders. Orders issued by WCO to Galacticomm are solely for the
purpose of requesting delivery dates and quantities. All orders are subject to
acceptance by Galacticomm.
(b) WCO will order product by issuing purchase orders. WCO may issue
written purchase orders within 10 (ten) days after issuing a facsimile. Each
purchase order will specify, but not be limited to, such items as quantity,
delivery date, Galacticomm and WCO part numbers, destination and total price of
the purchase order. Each purchase order issued under this Agreement shall be
make part of and be incorporated into this Agreement, and shall reference this
Agreement on the face of each purchase order issued pursuant to this Agreement.
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(c) No additional or different provisions proposed by Galacticomm shall
apply, unless mutually agreed upon by the parties at that time.
(d) The parties agree to collaborate and work together to develop
competitive special pricing deals which may arise from time to time. Such
pricing shall be confirmed in writing and retained by each party's
implementation manager. Such pricing shall apply for the special deal under
consideration and shall not change the then current unit price.
(e) Unit price includes all charges such as packaging, packing and any
applicable taxes except sales, use or other such taxes imposed upon the sale of
product for which WCO is is properly invoiced by Galacticomm.
2.5 DELIVERY OF MASTERS. WCO shall examine the Masters delivered to it and
shall submit a written report to Galacticomm of any discrepancies between the
functioning of the Masters and the specifications or the Documentation.
Galacticomm shall utilize reasonable efforts in accordance with its maintenance
policy set forth herein to correct any discrepancies so specified and deliver a
corrected version of the Programs within thirty (30) days of the receipt of the
report from WCO.
2.6 ACCEPTANCE OF PROGRAMS. WCO shall examine the Programs promptly after
delivery by Galacticomm. Unless Galacticomm is notified by WCO within fifteen
(15) days of delivery of the Programs that discrepancies between the Programs
and the specifications or Documentation exist, the Programs are deemed to be
accepted by WCO. If WCO notifies Galacticomm of any discrepancies, delivery of
the Programs shall be as indicated in paragraph 2.5 until the Programs are
accepted by WCO.
2.7 MAINTENANCE OF MASTERS. For the duration of the warranty period and for
so long as maintenance fees are paid, Galacticomm shall maintain the Masters in
accordance with its standard procedures for maintaining and enhancing computer
software. Maintenance shall consist of correcting (or, in the case of products
through ISV's, using its best efforts to correct; any variance between the
actual functioning of the Programs and the specifications or Documentation. So
long as maintenance fees are paid, Galacticomm will provide technological
support in respect of the Programs between the hours of 9:00 a.m. to 5:00 p.m.
(Eastern Standard Time) Monday through Friday. Such support shall include (a)
updates concerning all Programs covered under this Agreement, and (b) training
classes as reasonably required at WCO's offices for WCO employees or agents; in
connection with any such training class, WCO agrees to pay
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Galacticomm $500 per day, plus reasonable expenses. Galacticomm reserves the
right to define the addition of a major function to the Program as a new product
and not as an update. When Galacticomm provides a Program update under this
Agreement, such update shall include the appropriate documentation therefor.
2.8 MAINTENANCE OF WCO'S CUSTOMERS. WCO shall provide support of the
Programs directly to its customers. Support of WCO's customers remains WCO's
responsibility. Under no circumstances shall WCO's customers call Galacticomm
directly.
ARTICLE 3.
OWNERSHIP AND PROPRIETARY RIGHTS
3.1 OWNERSHIP. Galacticomm represents that it has all rights in and to
copyrights, trade secrets and trademarks associated with the Programs as are
necessary to market and license the Programs under this Agreement and, with
respect to products through ISV's, represents that it has not been notified of
any matters which would make the representation provided hereinabove as it
relates to products through ISV's untrue. However, the parties hereby
acknowledge that any changes, additions or modifications made by WCO to the
Programs delivered to WCO by Galacticomm shall be the exclusive property of WCO.
3.2 PROPRIETARY RIGHTS. WCO acknowledges that the Programs, the
Documentation and any items or information provided by Galacticomm and
designated as confidential or proprietary ("CONFIDENTIAL INFORMATION")
constitute valuable trade secrets and confidential information of Galacticomm.
Ownership of all applicable copyrights, trade secrets, patents and other
intellectual property rights in the Programs and Documentation shall remain with
Galacticomm. Title to each copy of the Program shall remain with Galacticomm.
WCO shall not use or disclose the Programs, Documentation or Confidential
Information, except as expressly permitted by this Agreement. WCO shall not
remove Galacticomm's copyright notices, restricted rights legends or any other
notices from the Programs and Documentation and such notices shall appear on all
compact disks, diskettes and other tangible media distributed by WCO containing
the Programs and Documentation.
3.3 UNAUTHORIZED USE OF COPYING. Except as expressly permitted under this
Agreement, WCO shall not copy, modify or reproduce the Programs or Documentation
in any way, nor shall it permit third parties to do so. WCO shall fully
cooperate with Galacticomm in any action relating to enforcement of
Galacticomm's proprietary rights.
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3.4 SOURCE AND DEVELOPMENT CODES. Each party acknowledges and understands
the importance of the source codes and development codes pertaining to 3.0 NT
(including any future versions, modifications or updates relating thereto)
retained by Galacticomm to the license and distribution arrangements
contemplated hereunder. In that regard, Galacticomm agrees to maintain such
source and development codes in such condition as is necessary to effectuate the
terms of this Agreement. The covenants set forth in this section shall survive
termination of this Agreement.
ARTICLE 4.
END-USERS
END-USER LICENSE. WCO shall only distribute the Programs and
Documentation to End-Users. WCO shall make no representations or warranties on
behalf of Galacticomm. WCO shall make no representations to End-Users or other
third parties regarding the Programs except as set forth in the applicable
Documentation.
ARTICLE 5.
INDEMNIFICATION
5.1 INDEMNIFICATION.
(a) INDEMNIFICATION BY WCO. WCO agrees to indemnify and hold harmless
Galacticomm from and against any claim, injury, loss of expense, including
attorney's fees, arising out of (a) the failure of WCO to comply with the
provisions of Article 4, (b) any misrepresentations of WCO in connection with
Galacticomm or the Masters or Programs, (c) the failure of any Value Added
Product to operate properly, and (d) any other wrongful conduct of WCO or its
agents.
(b) INDEMNIFICATION BY GALACTICOMM. Galacticomm shall indemnify, defend and
hold WCO harmless from any claims, demands, liabilities, losses, damages,
judgements or settlements, including all reasonable costs and expenses related
thereto including attorney's fees, directly or indirectly resulting from any
claimed infringement or violation, of any copyright, patent or other
intellectual property right with respect to the Programs, so long as the
Programs are used in accordance with the Documentation and specifications
provided by Galacticomm, and WCO has adhered to its obligations under this
Agreement. Following notice of a claim or a threat of actual suit, Galacticomm
shall:
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(i) procure (or in the case of products through ISV's, use reasonable
efforts to procure) for WCO the right to continue to use, distribute and sell
the Programs at no additional expense to WCO; or
(ii) provide (or in the case of products through ISV's, use reasonable
efforts to provide) WCO with a noninfringing version of the Programs; or
(iii) notify WCO that the Programs are being withdrawn from the market
and immediately terminate this Agreement.
5.2 COOPERATION BY INDEMNIFIED PARTY. Notwithstanding Section 5.1 of this
Agreement, the indemnifying party is under no obligation to indemnify and hold
the other party harmless unless:
(a) the indemnifying party shall have been promptly notified of the
suit or claim by the indemnified party and furnished by the indemnified party
with a copy of each communication, notice or other action relating to said
claim;
(b) the indemnifying party shall have the right to assume sole
authority to conduct the trail or settlement of such claim or any negotiations
related thereto at the party's own expense; and
(c) the indemnified party shall provide reasonable information and
assistance requested by the indemnifying party in connection with such claim or
suit.
ARTICLE 6.
WARRANTY
6.1 WARRANTY. For twenty-four (24) months after delivering the Programs to
WCO, Galacticomm warrants that the Programs shall of good quality and
workmanship. In the event of any branch of the foregoing warranty, Galacticomm
shall take all necessary measures to provide a replacement therefor.
ARTICLE 7.
LIMITATIONS OF LIABILITY
7.1 DAMAGES. SUBJECT TO THE MAXIMUM LIABILITY SET FORTH HEREIN, IN NO EVENT
SHALL GALACTICOMM'S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED
THE AMOUNT PAID TO GALACTICOMM BY WCO UNDER THIS AGREEMENT WITHIN THE THREE (3)
YEAR PERIOD IMMEDIATELY PRECEDING GALACTICOMM'S RECEIPT OF NOTICE OF SUCH CLAIM.
THE LIABILITY OF EACH PARTY TO THE OTHER FOR DIRECT LOSS OR DAMAGE HOWSOEVER
CAUSED AND OF WHATSOEVER NATURE SHALL IN
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NO EVENT EXCEED AN AMOUNT EQUAL TO $300,000 FOR ANY INCIDENT OR SERIES OF
CONNECTED INCIDENTS.
ARTICLE 8.
TERM AND TERMINATION
8.1 EXPIRATION. This Agreement shall commence on the Effective Date set
forth above and shall continue for an initial term of three (3) years.
Thereafter, this Agreement shall be sutomatically renewed for additional terms
of one (1) year unless either party service written notice, at least ninety (90)
days prior to the expiration of the initial term or any renewal, of its
intention not to renew.
8.2 TERMINATION. This Agreement may be terminated by either party under any
of the following conditions:
(a) the other party shall be declared insolvent or bankrupt;
(b) if a petition if filed in any court and not dismissed in ninety
(90) days to declare the other party bankrupt or for a reorganization under the
bankruptcy law or any similar stature;
(c) if a trustee in bankruptcy or a receiver or similar entity is
appointed for the other party;
(d) if either party commits a material breach of this Agreement which
is not cured within (30) days after notice of such breach is given by the other
party; or
(e) by written agreement of the parties.
ARTICLE 9.
INTERNATIONAL
9.1 EXPORT LICENSE. WCO shall be exclusively responsible for the
procurement and renewing of all export and import licenses required under United
States or any foreign law for the export or import of the Programs or the Value
Added Products and shall pay all costs and other expenses in connection with
such procurement and renewal.
9.2 EXPORT ASSURANCE. Regardless of any disclosure made by WCO to
Galacticomm of any ultimate destination of a Value Added Product, WCO shall not
export or reexport directly or indirectly the Programs or a Value Added Product
(or any commodity and/or technical data or a system incorporating such commodity
and/or technical data acquired from Galacticomm)
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without first obtaining the written approval or required export license to do so
from the United States Department of Commerce or any other agency of the U.S.
Government having jurisdiction over such transaction. WCO hereby assures
Galacticomm that it does not intend to not will it knowingly, without the prior
written consent, if required, of the Office of Export Administration of the U.S.
Department of Commerce, transmit or ship the Programs or any modifications
thereto, or a Value Added Product, directly or indirectly, to Afghanistan or the
Peoples Republic of China or the any Group Q, S, W, Y or Z country specified in
Supplements to Part 770 of the Export Administration Regulations issued by the
U.S. Department of Commerce, or other such regulations as may be adopted from
time to time.
9.3 COMPLIANCE WITH LOCAL LAWS. WCO shall be exclusively responsible at its
own expense for compliance with all local laws relating to a Value Added Product
in the countries in which ECO licenses or markets the Value Added Product.
9.4 TAXES AND PAYMENT. All payment shall be made in United States currency.
Notwithstanding anything in this Agreement to the contrary, if, under any
applicable law, WCO is required to withhold tax or any other amount from any
payment to Galacticomm, the amount due to Galacticomm shall be increased to the
amount Galacticomm would have received if no withholding had been required.
ARTICLE 10.
GENERAL
10.1 FORCE MAJEURE. Neither WCO or Galacticomm shall be liable for any
delay or failure in performance under this Agreement resulting directly or
indirectly from act of God, or any causes beyond its reasonable control.
10.2 JURISDICTION AND VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State or Florida, without reference
to its conflicts of laws provisions. Jurisdiction for litigation or any dispute,
controversy or claim arising out of or in connection with this Agreement, shall
be only in a Federal or a State court having subject matter jurisdiction located
in either Orange County or Dade County, Florida.
10.3 ENTIRE AGREEMENT. This Agreement, including the Schedules attached
hereto, constituted the entire agreement between the parties with respect to
this subject matter and negotiations, representations, writings and all other
communications between the parties. This Agreement may not be
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released, discharged, or modified except by an instrument in writing signed by
the parties.
10.4 INDEPENDENT CONTRACTORS. It is expressly agreed that Galacticomm and
ECO are acting hereunder as independent contractors. Under no circumstances
shall any of the employees of one party be deemed the employees of the other for
any purposes.
10.5 ATTORNEY'S FEES. In any action between the parties to enforce any of
the terms of this Agreement, the prevailing party shall be entitled to recover
reasonable expenses, including reasonable attorney's fees.
10.6 NOTICE. Any notice required to be given by either party to the other
shall be deemed given if in writing and actually delivered or if deposited in
the United States mail in registered or certified form with return receipt
requested, postage paid, addressed to the notified party at the address set
forth herein.
10.7 ASSIGNMENT; SUCCESSORS AND ASSIGNS. This Agreement is not assignable
by WCO, without the prior written consent of Galacticomm, which consent shall
not be unreasonably withheld. This agreement shall bind and inure to the benefit
of each of WCO and Galactcomm, and their respective successors (including
without limitation any liquidator, receiver, trustee or debtor in possession of
or for either party) and assigns. In the event any liquidator, receiver, trustee
or debtor in possession succeeds to the rights and obligations of Galacticomm
hereunder and desires to sell or otherwise dispose of the development and/or
source codes pertaining to the 3.0 NTY (including any future versions.
modifications or updates relating thereto), WCO shall have a right of first
refusal to purchase the source and/or development codes upon terms to be agreed
upon within 30 days of its receipt of written notice from any such successor
expressing its desire to sell. Further, in the event Galacticomm (x) is sold
pursuant to a stock transfer (in who or in part) whereby the purchaser(s)
assumes the obligations hereunder (by operation of law or otherwise) or (ii)
sells the source and/or development codes to any third party, whereby such third
party will assume the obligations hereunder pursuant to an assignment and
assumption agreement in form satisfactory to WCO's counsel, in either case
described in (x) or (y), the purchaser shall covenant and agree to continue to
perform under this Agreement so long as WCO is not in default of any of its
obligations (and such default is not cured within 30 days of WCO's receipt of
notice from successor notifying WCO of such default). Galacticomm further agrees
to notify in advance any third party which may acquire an interest in any such
source or development codes of the affirmative covenants contained in this
paragraph. The covenants and
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obligations under this paragraph 10.7 shall survive the termination of this
Agreement.
10.8 SEVERABILITY. If any provision of this Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any other part
or provision of this Agreement.
10.9 WAIVER. No waiver by either party of any breach of any provisions
hereof shall constitute a waiver of any other term of this Agreement unless made
in writing signed by such party.
10.10 SURVIVAL. In consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the parties
agree that the covenants set forth in Sections 1.2, 1.3, 2.2(b), 2.2(c), 2.2(d),
3.1, 3.2, 3.3, 3.4, 5.1, 5.2, 6.1, 7.1 and 10.7 shall survive termination of
this Agreement.
[Signature page follows}
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by a
duly authorized representative as of the date set forth above.
Galacticomm, Inc. World Commerce Online, Inc.
By: /s/ XXXXX XXXX By: /s/ XXXXXXX XXXXXX
------------------------ --------------------------------
Name: Xxxxx Xxxx Name: Xxxxxxx Xxxxxx
Title: Chairman and CEO Title: President
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SCHEDULE A
A.1 Mandatory Requirements and WCO specifications.
DESCRIPTION - WCO COMMERCIAL SYSTEM (SERVER) PACKAGE
WorldGroup 3. X DOS;
WorldGroup 3. X NT, and all platforms and any other future versions/updates
under this Agreement, including without limitation WorldGroup 4. X; and
WorldGroup 2.0, a prior version.
FEATURES
Each WCO Commercial System ("server") will be configured to provide the
following features and services:
/bullet/ ELECTRONIC MAIL for all users, with support for rich-text
messages, file attachments, carbon copies, mail forwarding, distribution
lists, offline filing cabinets, "new mail" notification, return receipts,
priority indentification of critical messages, and security controls to
authorize individual users or groups of users to use this service. An AMTP
gateway for Internet e-mail is included, and supports MIME-encoded file
attachments as well as POP3 access for remote end-users; all of these
features may be restricted on a user-by-user basis as well.
/bullet/ GROUP MESSAGING for one-to-many or many-to-many threaded
discussions with support for up to 10,000 unique discussion "forums" (or
"bulletin boards"), each with user-by-user access control features
governing read, write, download, upload, and administrator privileges.
Features include rich-text messages, file attachments, keyword searching,
hierarchial threading of topics, message quoteing, configurable profanity
filter, embedded URL recognition, and an NNTP gateway for automated
import/export with selected Internet newsgroups.
/bullet/ POLLS AND QUESTIONAIRES for user surveys, electronic voting for
events, data collection, mock polls, etc. Features include multiple answer
and open response questions, automated polling with up-to-the-minute pie
charts and bar graphs for poll statistics, data export capabilities for use
with databases and spreadsheets, voting restrictions (e.g., one vote per
user), and option "rewards" for participants (e.g., increased
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security access or delivery of an specified file). Full user-by-user
security access control is implemented throughout. Uses a simple windowed
interface for on-the-fly creation of new polls.
/bullet/ REGISTRY OF USERS that can be used as a "white pages" directory of
users, along with a configurable template for information asked and
displayed. Security access restrictions indentify which users can insert
entries and which users can read them.
/bullet/ FILE LIBRARY that can be used to manage more than 10,000
categories of files. Each category can have its own description and
security access restrictions to determine which users can view the library,
download files, upload files for approval, and approve uploaded files.
Features include keyword searching, listing by popularity, chronological
listings, and wildcard file searches, as well as the ability to queue up
multiple files for background download.
/bullet/ TELECONFERENCE for real-time data conferencing between the
concurrent users on the same server. Features include private whispers, a
shared whiteboard with file save capability, user-to-user background file
transfers, one-on-one chat, and up to 65, 534 "channels", each of which can
have its own moderator.
/bullet/ ACCOUNT MANAGEMENT to give each WCO server administrator the
ability to create or delete user accounts, assign security access levels to
"classes" of users (or individual users), an audit trail of every log-on,
log-off, and file transfer event, and comprehensive statistics and
reporting capabilities to measure usage based on user class, time-of-day,
and connection channel bank.
/bullet/ CUSTOM HYPERMEDIA GRAPHICS Each server will include a license for
the WorldGroup Hypermedia Editor that will allow WCO to customize the
look-and-feel of their system menus.
/bullet/ STANDARD INTERNET SERVER features, such as a built-in HTTP 1.0 Web
server (including a dynamic HTML file library option), an FTP server with
password protected and anonymous transfers, and a user indentification
"finger" server.
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/bullet/ AUTOMATIC FILE LAUNCHING for documents from File Libraries or
message file attachments. When an application-specific document is
downloaded (e.g., an Excel spreadsheet), if that application is resident on
the client machine, WCO will automatically launch the application and open
the document.
/bullet/ DIAL-UP ACCESS SUPPORT that would enable remote users to call
directly into an WCO Server with a modem or ISDN terminal adapter to access
services. This requires modem-terminal adapter hardware on both the client
and server, as well as an NT-compatable intelligent multiport serial board
for the server which would be provided separately by Galacticomm.
/bullet/ FAX/ONLINE ADD-ON OPTION Provides an outgoing online fax service
for the system. Users can fax pre-scanned images and ASCII text files from
your document database, inquire about fax rate charges, and send fax copies
to others. Requires EIA Class 2/CCITT Group 3 fax modems. Fax Online
Developer's Kit included.
/bullet/ CLIENT/SERVER DEVELOPER'S KIT Contains the Client App Developer's
Kit along with the server-side engine in LIB form and the C source code to
all the server/side applications. Modify WorldGroup and its existing
add-ons or write add-on options. Includes files necessary to recompile the
run-time executable, two of the utilities and certain standard DLLs.
Documentation is included. Requires a registered copy of WorldGroup, the
Phar Lap 2861DOC-Extender SDK or Borland C++, Visual Basic Pro 3.0 and 3-D
Widgets from Sheridan Software.
Additional applications, such as video conferencing, active HTML,
multi-threading, animation and end-to-end online publishing solutions, and
more can be added at any time, on a request by WCO basis.
REQUIREMENTS
Each WCO Server software license will require a Window NT Server (3.51 or
4.0) Pentium machine with a minimum of 32 MB RAM and a minimum of 200MB
free hard drive space. The WCO Server software will include support for
modem/serial dial-up user connections, TCP/IP user connections, and Novell
SPX user connections; however, it is the responsibility of [WCO/END-USER]
and/or each customer to provide the connectivity hardware (for examples,
modems and multiport
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serial boards) and network connections, management, and configuration for
each system.
Each WCO Server will also support Internet e-mail (also with support for
MIME-encoded file attachments), file transfers (ftp), newsgroups, incoming
and outgoing telnet access, a basic Web server, and proxy Web access for
users; however, it is up to [WCO/END-USER] and/or each customer to provide
the Internet connection 1/4 terminating in a TCP/IP network connection on
the NT server 3/4 and any and all equipment and services necessary to
establish that connection (for example, T1 lines, routers, wireless
antennas, etc.). As part of that connection, [WCO/END-USER] and/or the
customer will also need an Internet Service Provider (ISP) to hook the
system to the Internet's backbone, as well as to provide a Domain Name
Service (DNS) server and an NNTP newsgroup server, at least one of each at
a minimum, and provide/register domain names and IP addresses for each
server.
Each WCO Client software will require a 386 or better IBM PC-compatible
machine running Windows 3.1. Windows 95, or Windows NT 3.51 or higher with
a minimum of 8MB RAM and a minimum of 20MB free hard drive space. Each WCO
Client machine will also need a connection 3/4 via TCP/IP, Novell 8PX, or
dial-up modem 3/4 to the WCO Server in order to use the service. A Web
browser will be needed for each client as well.
DOS SERVER SUBSTITUTION OPTION
The above models are based on Windows NT-driven WCO Servers. Alternatively,
Galacticomm can substitute all or some servers of these with DOS-based WCO
Servers. The feature set would be largely comparable, but it would require
the use of a dedicated 486 (for small systems) or Pentium (for large
systems) DOS PC.
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SCHEDULE B
List of Current ISV's
ISV/PRODUCER RETAIL PRICE
------------ ------------
GALACTICOMM
Web Cast 699.99
DATASAFE
Omni-Mail w/POS Dial 749.00
Visaman 49.00
Multimedia Registry 199.00
Marketplace 299.00
Auto Subscription 100.00
Global Power 99.00
ANNEX
System Sentinal 150.00
MOUNTAIN ROSE
Major CD 225.00
Mountain Mail 249.00
File Library Extensions 149.00
Major CD LAN Option 89.00
WorldGroup Statistics 149.00
HIGH VELOCITY
Menu Magician 150.00
Auto Valitator 80.00
The Newsroom 80.00
SITIUS
Employment Service 119.00
VITCOM
TCP/TP 700.00
DIALSOFT
DS-DOS 99.00
PRODESIGN
Agenda 199.00
17
