EXHIBIT 6.4
INTERIM LICENSE AGREEMENT
-Between-
DESTINY SOFTWARE PRODUCTIONS INC.(LICENSOR)
-and-
XXXXXXXXXX.XXX INC.(LICENSOR)
September 13, 1999
Xxxx:
Further to our discussions, here outlined are the terms and conditions for the
License Agreement between Radio Tower and Destiny Software Productions. Note
that this is an interim agreement until such time as a full and formal license
and/or reseller agreement can be drawn up.
OBJECTIVE & USE:
1. To License a Commercial version of Destiny's Web Clip Audio Software
("Software") for use in and as Radio Tower's AudioAds software product
("end use") only. The Software will be branded with the AudioAds name
and provide a link back to XxxxxXxx.xxx.
TERMS
1. The software will be used only for the end use application for AudioAds
as indicated above.
2. This agreement permits the use of the software to AudioAds customers,
upon registration pursuant to a soon to be created registration form.
It is for use on a single server for use only in connection with a
Single Home Page or Micro Page, on a Single Web Site (or URL).
3. You may not make unauthorized copies of the Software, except that you
may either make one copy of the Software solely for back up or archival
purposes. You may not permit other individuals or companies to use the
software except under the terms of this agreement. You may not modify,
rent, lease, sublicense or use the software for other service bureau
purposes.
4. License fees will be paid to Destiny at a rate of $10 per user, per
page, per site or microsite. Payments will be calculated and payable
monthly from monies received by the Licensee and will be paid on the
30th of the month following the end of the reporting period.
5. You may not reverse engineer, decompile or disassemble the Software.
The software will not be modified in any way whatsoever, once it is
provided to RadioTower, AudioAds, or any other company.
6. This is a license agreement only and does not imply any sale or
transfer of
ownership. RadioTower will not resell the software, other than the use
and relicense of the software for end user web pages and domains.
7. Any and every end user will agree to a license agreement governing the
use of the software.
8. Destiny will receive appropriate logo identification, credits and links
in any explanation pages and "about" files. This indemnification will
not be greater than that of RadioTower or XxxxxXxx.xxx.
9. This agreement will remain in effect:
a) For one year from the sigining date. The contract will be
automatically renewed every year unless either party gives
30 day notice, prior to year end, of their desire to
terminate.
b) unless it is terminated due to a breach of its terms.
Upon termination the licensee will cease all use of the Software, other
than for those installed on any and user's web pages provided the
royalties are paid in full, and destroy, or return to Destiny, all
materials and copies of the Software.
10. Destiny may also cancel this agreement with 60 days notice for lack of
performance. Lack of performance is defined as less than 500 units sold
within 6 months of the software being delivered and available for use.
However, the agreement will not be canceled for those end customers who
have paid in full and which Destiny has received payment. Destiny may
also cancel the agreement without notice days if the monthly license
payment is more than 30 days past due.
11. Destiny will have the right to full access to the financial records of
RadioTower related to AudioAds, provided 7 days notice is provided.
12. If any disagreements arise between the two parties, it will be settled
through commercial arbitration in British Columbia and the costs will
be borne by the party who has breached the agreement.
13. This is a License Agreement only and does not imply and employment or
partnership relationship between the parties.
14. AudioAds is a Trademark of XxxxxXxxxx.xxx Inc. and can only be used by
the Licensor if agreed to in writing by them. Upon termination the
licensor will cease all use of the Xxxx.
Agreed,
/s/ Xx Xxxxx
-----------------------------
Xx Xxxxx, Destiny Software Date: 9/15/99
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Radio Tower Date: 9/15/99
