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Exhibit 10.22
SELLER USER AGREEMENT
World Commerce Online - Floraplex, Inc. ("FLORAPLEX") and ▇▇▇▇ Fresh
Flowers, Inc. ("USER") agree to the following terms and conditions for USER's
use of the FLORAPLEX e-commerce online trading system ("System"):
1. FLORAPLEX and USER agree that the terms of this Agreement shall
supercede, modify, and alter the standard, online Terms and Conditions of Use
(see Exhibit "A") applicable to sellers using the System.
2. FLORAPLEX will develop and provide the necessary System functions to
allow USER to upload, edit, and download its products for sale information.
3. FLORAPLEX will develop and provide USER with the System functions to
allow USER to sell its entire bouquet and consumer bunch programs.
4. FLORAPLEX will provide USER with the necessary training and
materials to operate the System.
5. FLORAPLEX will work to provide USER with an analysis to better
understand possible cost savings of using e-commerce vs. USER's traditional
model.
6. FLORAPLEX will develop and provide USER with the System functions to
offer special pricing for specific products to designated customers.
7. USER will commit the following resources:
a. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or a designee to be approved by
mutual consent of the parties, to be the FLORAPLEX
Coordinator responsible for all coordination of sales
and marketing activities between FLORAPLEX and USER.
FLORAPLEX will reimburse USER for all of her salary
and she will report to ▇▇▇▇ ▇▇▇▇▇▇;
b. Also, USER will appoint ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or a
designee to be approved by mutual consent of the
parties, as the Logistics Coordinator to ensure
orders are processed and distributed;
c. FLORAPLEX personnel will have access to ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ Fresh Flowers' CFO, to ensure and coordinate all
financial and technology driven issues; and
d. Each party agrees not to solicit any of the employees
of the other party for the purpose of employing them
in its business or that of its affiliates.
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8. FLORAPLEX and USER agree that the term of this Agreement shall be
for a period of two (2) years, but after 120 days from the commencement of this
Agreement, either party may terminate this Agreement upon thirty-days (30) prior
written notice with or without cause. During the term of this Agreement,
FLORAPLEX will be USER's preferred e-commerce solution for the sale of flowers
using the Internet to traditional wholesale florists and mass markets. FLORAPLEX
acknowledges and agrees that nothing contained in this Agreement shall
interfere or otherwise restrain USER with respect to USER's existing e-commerce
business relationships regardless of whether such relationships are evidenced by
a written contract.
9. USER agrees to pay the monthly transaction fees to reflect a sliding
scale as follows:
MONTHLY SALES THRUPUT Transaction Fee
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$0 - $5 million 2.5%
over $5 million 2.0%
10. USER will pay monthly subscription fees of $150.00 per individual
shipping location (e.g., Bogota, Medellin, Quito, and others), and $5.95 per
each additional individual user.
11. FLORAPLEX will provide Web Marketing capabilities to USER to
promote daily product specials and E-brochures at a 15% discount over published
advertising rates.
12. As part of the consideration for this Agreement, ▇▇▇▇ Fresh
Flowers, Inc. will be granted warrants from World Commerce Online, Inc. to
purchase up to 1 million shares of WCOL stock at the Current Market Price as set
forth in the Warrant Agreement, a copy of which is attached hereto as Exhibit
"B."
13. FLORAPLEX and USER jointly agree to cooperate in marketing the
System to USER's primary customers as an alternative customer service sales
option.
14. FLORAPLEX and USER will develop a joint press release announcing
this venture.
15. FLORAPLEX and USER operate independent businesses, each acting for
its own individual account and profit and not for any joint business of the
parties. The parties do not intend by the making of this Agreement to form or
operate a partnership or joint venture.
16. This Agreement and the rights of the parties shall be interpreted
in accordance with Florida law. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same Agreement. This instrument constitutes all of the
understandings and agreements existing between the parties concerning this
Agreement and the rights, interests, understandings, covenants, and obligations
created by this Agreement. If any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity,
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illegality, or unenforceability shall not affect any other provision, and this
Agreement shall be construed as if it did not contain the invalid, illegal, or
unenforceable provision. Any changes in this Agreement shall be embodied in a
written amendment to this Agreement, signed by both parties, and shall be
effective from the date specified in the amendment.
17. If any controversy shall arise between the parties hereto as to the
application or interpretation of this Agreement, and such controversy cannot be
resolved through the best efforts of the parties, then the parties shall select
a mutually acceptable independent mediator. If mediation efforts do not resolve
the controversy, then either party shall have the right to demand arbitration.
The arbitrator shall be chosen by mutual agreement of the parties. If the
parties are unable to agree upon an arbitrator, then the arbitrator shall be
appointed in accordance with the American Arbitration Association's Rules and
Regulations. The arbitrator's findings of fact, conclusions of law and decision
shall be binding and final upon the parties hereto. Each party shall bear its
own costs, including its own attorneys' fees. The arbitrator's fees and costs
shall be allocated by the arbitrator in accordance with his decision. The relief
sought and which may be awarded by the arbitrator shall not include damages in
the nature of an exemplary or punitive award, and the parties hereby waive any
right to claim the same. Judgment upon the award may be entered in any court of
competent jurisdiction. The terms of this subparagraph shall survive the
termination of this Agreement.
TO THE EXTENT NOT SUPERCEDED, MODIFIED, OR ALTERED BY THE TERMS OF THIS
AGREEMENT, THE STANDARD, ONLINE TERMS AND CONDITIONS OF USE SHALL REMAIN IN FULL
FORCE AND EFFECT.
/s/ ▇▇▇▇▇▇▇ De La Torre
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▇▇▇▇▇▇▇ De La ▇▇▇▇▇, President
▇▇▇▇ Fresh Flowers, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Operating Officer
FLORAPLEX
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