1
EXHIBIT 10.02
[UPI WORLDWIDE NEWS, INC. LETTERHEAD]
SUBSCRIPTION AGREEMENT
SUBSCRIBER INFORMATION
Internet Century, Inc.
Corporate Name
400 X. Xxx Xxxxx, Xxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx
Xxxxxxx XX 00000
City State Zip Code
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1. PRODUCT(S): Subject to compliance by Subscriber with all of the terms of this
Agreement, UPI grants to subscriber the non-exclusive right and privilege to
use the "Product(s)" described in the Schedule below. These "Product(s)" are
to be used for news and informational purposes only. Subscriber agrees that
the "Product(s)" are to be used at the following "User's Location" only and
by the named "Organization" only, except for the immediate distribution to
Subscriber's readers, listeners, or viewers:
User Location: Same as above
Address: E-Mail xxxxxxxxxxxxxx@xxxxxxxxxx.xxx
-----------------------------
City State Zip Code
Xxxx Xxxxxxxx 000-000-0000
Contact Name Telephone Number
2. PRODUCT INSTALLATION TARGET DATE:
3. TERM: This Agreement shall continue for 24 months, commencing on actual
initiation of service, Paragraph 2 notwithstanding.
4. RATE: Subscriber agrees to pay UPI a "Total Monthly Rate" of $750 based upon
the following Schedule: A royalty of 35% is payable to UPI on all ad banners
adjacent to UPI content.
PRODUCT(S), EQUIPMENT, DELIVERY, SOFTWARE MONTHLY RATE $750.00 + ROYALTY
US & World News & Spotlights
Delivery ftp PULL
I hereby certify that I have read and agree to be bound by all terms and
conditions of this agreement. Upon the signing or upon the first receipt of
the Product(s), whichever occurs first, this agreement goes into effect and
binds both parties and/or their successors and assigns. Made this 15th day of
November, 1998, in Washington, DC.
/s/ Xxxxxxx Xxxxxxxx PRESIDENT 11-11-98
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AUTHORIZED SIGNATURE FOR SUBSCRIBER TITLE DATE
/s/ Xxxxxxx Xxx CFO 11-12-98
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ACCEPTED BY (AUTHORIZED UPI SIGNATURE) TITLE DATE
2
5. DELIVERY: UPI shall deliver the Product(s) by the appropriate UPI
delivery system.
6. USE: Subscriber shall not use or permit the use of the Product(s) in
any way that compromises the integrity thereof or which infringes any
copyrights or proprietary interests. Subscriber shall respect all
[illegible] pledges on [illegible] [illegible] and shall carry
copyright and UPI credit lines. The Product(s) shall be used only by
the Subscriber on terminals of the Subscriber and only in accordance
with the terms of this agreement. No material distribution is allowed.
Subscriber may receive, convert, accumulate, manage and maintain up to
120 days of historical information accumulated from UPI.
7. ASSIGNMENT: This Agreement may be assigned by UPI at any time. The sale
or transfer of Subscriber's business or licence(s) shall not relieve
Subscriber from its obligations under this Agreement. This Agreement
may not be assigned by Subscriber without the prior written consent of
UPI. An executed copy of such assumption shall be sent by certified
mail to UPI at the address stated above. Prior written consent to such
assignment shall not release Subscriber from obligations and
liabilities to UPI which have accrued hereunder as of the date of such
assignment.
8. UPI EQUIPMENT: Throughout the term of this Agreement, Subscriber shall
protect any UPI equipment which may be in its possession. At the
termination of this Agreement, Subscriber shall return such equipment
to UPI in as good condition as when received, ordinary wear excepted.
Failure by Subscriber to comply with this Paragraph shall entitle UPI
to charge Subscriber for the cost of repair or replacement of the UPI
equipment.
9. SEPARATE EQUIPMENT AND WORK CHARGES: Upon reasonable notice from
Subscriber, UPI shall install, relocate, and/or reinstall services in
existing or relocated premises of the User's Location, and
Subscriber shall pay to UPI the full one-time costs of such work,
said costs to include, but not be limited to, any charges from
third-parties incurred by UPI in completion of such. Subscriber shall
have the option of performing such relocations of service itself,
provided reasonable written advance notification is provided to UPI.
Notice from Subscriber to UPI to relocate service to a new User's
Location shall be construed as a modification of the User's Location as
defined in Paragraph 1 of this Agreement and shall become an integral
part of the Agreement.
10. SUBSCRIBER PAYMENTS: UPI shall invoice the Subscriber in advance of
each month, and Subscriber shall, on or before the first day of each
month, pay UPI in advance the Monthly Rates including terminal fees for
such month. Subscriber will provide to UPI a current detailed list of
terminal locations and all necessary information to document the
amount of the terminal fees. If such documentation is not received
within 14 days of payment due date, UPI may suspend delivery of
the Product(s) until such documentation is provided, or terminate
delivery of the Product(s). Suspension of delivery will not relieve
Subscriber of his obligations under this Agreement.
11. DEFAULT OF SUBSCRIBER: The following events shall be a default
("Default") of Subscriber under this Agreement: (a) Subscriber neglects
or fails, in whole or in part, to observe any of its obligations to
UPI, including, but not limited to, making all timely payments due
under this Agreement; (b) Subscriber assigns this Agreement or any of
its rights hereunder (except as permitted under the terms of Paragraph
7); or (c) a receiver, trustee in bankruptcy or similar officer is
appointed to take charge of all or a part of Subscriber's property.
12. REMEDIES UPON DEFAULT: Upon the occurrence of a Default, UPI may
terminate delivery of the Product(s) and recover from Subscriber (a)
any payments due hereunder; (b) the total of Subscriber's then current
monthly rate ("Current Monthly Rate," as defined below in this
Paragraph 12) multiplied by the number of months between termination of
delivery and the date of expiration of the then current Term (as Term
is defined in Paragraph 3) less savings UPI realizes by canceling
delivery of the Product(s) to Subscriber; (c) all costs and expenses of
collection, including reasonable attorneys' fees; and (d) any and all
damages available under law. The term "Current Monthly Rate" as used
herein shall include not only the Monthly Rate(s) payable at the time
delivery of the Product(s) is terminated, but also the Monthly Rate(s)
which from time to time would have become payable had delivery thereof
not been terminated, and in the calculation set forth above in
Subparagraph (b), each such charge shall be multiplied by the number of
months for which it would have been made payable. Should Subscriber
fail to pay any rates or fees when due, then UPI shall have the right
to invoice Subscriber for a late payment charge equal to the lesser of
1.5% per month or the lawful maximum rate on the unpaid balance from
the date due until the date paid.
13. INDEMNITY: UPI SHALL NOT IN ANY EVENT BE LIABLE TO SUBSCRIBER FOR ANY
LOSS, EXPENSE, OR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL,
INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND ANY LOSS OF BUSINESS
OR PROFITS, WHETHER OR NOT FORESEEABLE, ARISING OUT OF OR IN CONNECTION
WITH THE PRODUCT(S), ANY FAILURE TO DELIVER OR DISTRIBUTE THE
PRODUCT(S), OR ANY INTERRUPTION IN DELIVERY OR DISTRIBUTION THEREOF.
Subscriber shall indemnify and hold UPI harmless against any claim,
damage, loss, liability or expense arising out of Subscriber's use of
the Product(s) contrary to this agreement or instructions by UPI. The
obligations of Subscriber under this Paragraph shall continue
notwithstanding any termination of this Agreement.
14. CONTRACT DURATION AND CANCELLATION: Upon completion of the Term in
Paragraph 3 of the Agreement, Subscriber or UPI may cancel by providing
written notice to the second party by certified mail at least 30 days
before the effective date of cancellation. Said notice of cancellation
shall be mailed to the addresses set forth above or to such other
address as either party hereto may designate by written notice to the
other, given in accordance with this Paragraph 14. In the absence of
said notice of cancellation, Subscriber's service shall continue for a
further term of one year, until either party delivers to the other
written notice of termination not less than thirty days prior to the
end of the then-current term.
15. OTHER AGREEMENTS: Oral representations or agreements not embodied in
this Agreement are not binding, and this Agreement may not be changed
or terminated orally. This Agreement supersedes and abrogates, as of
its effective date, any preceding agreement between the parties
relating to the Product(s) and terminates and cancels all
obligations and liabilities which may exist thereunder, except
Subscriber's obligation to pay for Product(s) rendered under such
agreement prior to the effective date of this Agreement or commencement
of delivery of the Product(s) provided for herein, whichever is later.
16. TIME IS OF THE ESSENCE: With respect to all payments required under
this Agreement, time is of the essence.
17. WAIVER: UPI's waiver of any breach of this Agreement or of any Default
hereunder shall not be construed as a waiver of any future breach or
Default. Any waiver by UPI must be in writing and signed by a duly
authorized representative of UPI. Failure by UPI to enforce any
provision of this Agreement, for whatever reason, shall not affect the
validity of UPI's right of subsequent enforcement of that or any other
provision of this Agreement. UPI's acceptance of any full or partial
payment due hereunder during the continuance of any breach or Default
shall not constitute a waiver of such Default or breach.
18. ACCEPTANCE BY UPI: This Agreement shall not be effective until
accepted and executed by UPI's office located in Washington, DC,
provided however, in the event UPI elects to provide Product(s) to
Subscriber prior to such execution of the Agreement by UPI. Subscriber
shall pay UPI for all such Product(s) it receives at the rate specified
in the rate Schedule of this Agreement. Subject to the provisions of
Paragraph 7 this Agreement shall bind each party's successors and
assigns.
19. GOVERNING LAW: The parties agree that this Agreement is entered into in
the District of Columbia. This Agreement shall be governed by and
construed in accordance with the laws of the District of Columbia. The
parties to this Agreement consent and agree to be subject to the
jurisdiction of any court of record in the District of Columbia for the
adjudication or resolution of any money or right in connection with
this Agreement, and agree that venue in such jurisdiction is proper.
20. CONFIDENTIALITY: The terms of this Agreement are confidential and
neither party shall disclose the contents herein to any third party.
This confidentiality shall survive termination of the Agreement.
Please Initial Here /s/ JP
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3
[UPI WORLDWIDE NEWS, INC. LETTERHEAD]
SUBSCRIPTION AGREEMENT
SUBSCRIBER INFORMATION
Internet Century, Inc.
Corporate Name
000 X. Xxxx Xxx., Xxxxx 000
Address
Tempe, AZ 85281
City State Zip Code
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1. PRODUCT(S): Subject to compliance by subscriber with all of the terms of this
Agreement, UPI grants to subscriber the non-exclusive right and privilege to
use the "Product(s)" described in the Schedule below. These "Products(s)" are
to be used for news and informational purposes only. Subscriber agrees that
the "Product(s)" are to be used at the following "Usar's Location" only and
by the named "Organization" only, except for the immediate distribution to
Subscriber's readers, listeners, or viewers:
User Location: Same as above
Address: E-Mail: xxxxxxxxxxxxxx@xxxxxxxxxx.xxx
City State Zip Code
Xxxx Xxxxxxxx 000-000-0000
Contact Name Telephone Number
2. PRODUCT INSTALLATION TARGET DATE:
3. TERM: This Agreement shall continue for 24 months, commencing on actual
initiation of service. Paragraph 2 notwithstanding.
4. RATE: Subscriber agrees to pay UPI a "Total Monthly Rate" of $750 based upon
the following Schedule: A royalty of 35% is payable to UPI on all ad banners
adjacent to UPI content. PRODUCT(S), EQUIPMENT, DELIVERY, SOFTWARE, MONTHLY
RATE: $750.00
Spanish News with accents
Delivery ftp PULL
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I hereby certify that I have read and agree to be bound by all terms and
conditions of this agreement. Upon the signing or upon the first receipt of the
Product(s), whichever comes first, this agreement goes into effect and binds
both parties and/or their successors and assigns. Made this 6th day of
October, 1998, in Washington, D.C.
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/s/ Xxxxxxx Xxxxxxxx C.E.O. 10-6-98
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Authorized Signature for Subscriber Title Date
/s/ Xxxxx Xxxxxxxxx Sales Director 10-8-98
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Accepted by Authorized UPI Signature Title Date
initials: [AJ] 10/8/98
4
5. DELIVERY: UPI shall deliver the Product(s) by the appropriate UPI
delivery system.
6. USE: Subscriber shall not use or permit the use of the Product(s) in
any way that compromises the integrity thereof or which infringes any
copyrights or proprietary interests. Subscriber shall respect all
[illegible] pledges on [illegible] [illegible] and shall carry
copyright and UPI credit lines. The Product(s) shall be used only by
the Subscriber on terminals of the Subscriber and only in accordance
with the terms of this agreement. No material distribution is allowed.
Subscriber may receive, convert, accumulate, manage and maintain up to
120 days of historical information accumulated from UPI.
7. ASSIGNMENT: This Agreement may be assigned by UPI at any time. The sale
or transfer of Subscriber's business or licence(s) shall not relieve
Subscriber from its obligations under this Agreement. This Agreement
may not be assigned by Subscriber without the prior written consent of
UPI. An executed copy of such assumption shall be sent by certified
mail to UPI at the address stated above. Prior written consent to such
assignment shall not release Subscriber from obligations and
liabilities to UPI which have accrued hereunder as of the date of such
assignment.
8. UPI EQUIPMENT: Throughout the term of this Agreement, Subscriber shall
protect any UPI equipment which may be in its possession. At the
termination of this Agreement, Subscriber shall return such equipment
to UPI in as good condition as when received, ordinary wear excepted.
Failure by Subscriber to comply with this Paragraph shall entitle UPI
to charge Subscriber for the cost of repair or replacement of the UPI
equipment.
9. SEPARATE EQUIPMENT AND WORK CHARGES: Upon reasonable notice from
Subscriber, UPI shall install, relocate, and/or reinstall services in
existing or relocated premises of the User's Location, and
Subscriber shall pay to UPI the full one-time costs of such work,
said costs to include, but not be limited to, any charges from
third-parties incurred by UPI in completion of such. Subscriber shall
have the option of performing such relocations of service itself,
provided reasonable written advance notification is provided to UPI.
Notice from Subscriber to UPI to relocate service to a new User's
Location shall be construed as a modification of the User's Location as
defined in Paragraph 1 of this Agreement and shall become an integral
part of the Agreement.
10. SUBSCRIBER PAYMENTS: UPI shall invoice the Subscriber in advance of
each month, and Subscriber shall, on or before the first day of each
month, pay UPI in advance the Monthly Rates including terminal fees for
such month. Subscriber will provide to UPI a current detailed list of
terminal locations and all necessary information to document the
amount of the terminal fees. If such documentation is not received
within 14 days of payment due date, UPI may suspend delivery of
the Product(s) until such documentation is provided, or terminate
delivery of the Product(s). Suspension of delivery will not relieve
Subscriber of his obligations under this Agreement.
11. DEFAULT OF SUBSCRIBER: The following events shall be a default
("Default") of Subscriber under this Agreement: (a) Subscriber neglects
or fails, in whole or in part, to observe any of its obligations to
UPI, including, but not limited to, making all timely payments due
under this Agreement; (b) Subscriber assigns this Agreement or any of
its rights hereunder (except as permitted under the terms of Paragraph
7); or (c) a receiver, trustee in bankruptcy or similar officer is
appointed to take charge of all or a part of Subscriber's property.
12. REMEDIES UPON DEFAULT: Upon the occurrence of a Default, UPI may
terminate delivery of the Product(s) and recover from Subscriber (a)
any payments due hereunder; (b) the total of Subscriber's then current
monthly rate ("Current Monthly Rate," as defined below in this
Paragraph 12) multiplied by the number of months between termination of
delivery and the date of expiration of the then current Term (as Term
is defined in Paragraph 3) less savings UPI realizes by canceling
delivery of the Product(s) to Subscriber; (c) all costs and expenses of
collection, including reasonable attorneys' fees; and (d) any and all
damages available under law. The term "Current Monthly Rate" as used
herein shall include not only the Monthly Rate(s) payable at the time
delivery of the Product(s) is terminated, but also the Monthly Rate(s)
which from time to time would have become payable had delivery thereof
not been terminated, and in the calculation set forth above in
Subparagraph (b), each such charge shall be multiplied by the number of
months for which it would have been made payable. Should Subscriber
fail to pay any rates or fees when due, then UPI shall have the right
to invoice Subscriber for a late payment charge equal to the lesser of
1.5% per month or the lawful maximum rate on the unpaid balance from
the date due until the date paid.
13. INDEMNITY: UPI SHALL NOT IN ANY EVENT BE LIABLE TO SUBSCRIBER FOR ANY
LOSS, EXPENSE, OR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL,
INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND ANY LOSS OF BUSINESS
OR PROFITS, WHETHER OR NOT FORESEEABLE, ARISING OUT OF OR IN CONNECTION
WITH THE PRODUCT(S), ANY FAILURE TO DELIVER OR DISTRIBUTE THE
PRODUCT(S), OR ANY INTERRUPTION IN DELIVERY OR DISTRIBUTION THEREOF.
Subscriber shall indemnify and hold UPI harmless against any claim,
damage, loss, liability or expense arising out of Subscriber's use of
the Product(s) contrary to this agreement or instructions by UPI. The
obligations of Subscriber under this Paragraph shall continue
notwithstanding any termination of this Agreement.
14. CONTRACT DURATION AND CANCELLATION: Upon completion of the Term in
Paragraph 3 of the Agreement, Subscriber or UPI may cancel by providing
written notice to the second party by certified mail at least 30 days
before the effective date of cancellation. Said notice of cancellation
shall be mailed to the addresses set forth above or to such other
address as either party hereto may designate by written notice to the
other, given in accordance with this Paragraph 14. In the absence of
said notice of cancellation, Subscriber's service shall continue for a
further term of one year, until either party delivers to the other
written notice of termination not less than thirty days prior to the
end of the then-current term.
15. OTHER AGREEMENTS: Oral representations or agreements not embodied in
this Agreement are not binding, and this Agreement may not be changed
or terminated orally. This Agreement supersedes and abrogates, as of
its effective date, any preceding agreement between the parties
relating to the Product(s) and terminates and cancels all
obligations and liabilities which may exist thereunder, except
Subscriber's obligation to pay for Product(s) rendered under such
agreement prior to the effective date of this Agreement or commencement
of delivery of the Product(s) provided for herein, whichever is later.
16. TIME IS OF THE ESSENCE: With respect to all payments required under
this Agreement, time is of the essence.
17. WAIVER: UPI's waiver of any breach of this Agreement or of any Default
hereunder shall not be construed as a waiver of any future breach or
Default. Any waiver by UPI must be in writing and signed by a duly
authorized representative of UPI. Failure by UPI to enforce any
provision of this Agreement, for whatever reason, shall not affect the
validity of UPI's right of subsequent enforcement of that or any other
provision of this Agreement. UPI's acceptance of any full or partial
payment due hereunder during the continuance of any breach or Default
shall not constitute a waiver of such Default or breach.
18. ACCEPTANCE BY UPI: This Agreement shall not be effective until
accepted and executed by UPI's office located in Washington, DC,
provided however, in the event UPI elects to provide Product(s) to
Subscriber prior to such execution of the Agreement by UPI. Subscriber
shall pay UPI for all such Product(s) it receives at the rate specified
in the rate Schedule of this Agreement. Subject to the provisions of
Paragraph 7 this Agreement shall bind each party's successors and
assigns.
19. GOVERNING LAW: The parties agree that this Agreement is entered into in
the District of Columbia. This Agreement shall be governed by and
construed in accordance with the laws of the District of Columbia. The
parties to this Agreement consent and agree to be subject to the
jurisdiction of any court of record in the District of Columbia for the
adjudication or resolution of any money or right in connection with
this Agreement, and agree that venue in such jurisdiction is proper.
20. CONFIDENTIALITY: The terms of this Agreement are confidential and
neither party shall disclose the contents herein to any third party.
This confidentiality shall survive termination of the Agreement.
Please Initial Here /s/ JP
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