ONLINE HOSTING AGREEMENT
This Online Hosting Agreement (this "Agreement") is being entered
into effective as of the 1st day of June, 1999 and is entered into by and
between Diplomat Direct Marketing Corporation, a Delaware corporation
("Diplomat"), and Xxxxx E-Commerce Corp., a Delaware corporation ("Xxxxx").
R E C I T A L S
A. Historically, Diplomat has been engaged directly in, among other
things, the business of offering consumers the opportunity to place apparel
orders directly with Diplomat through its toll free telephone number and its
web site (the "Direct Access Business").
B. Recently, Xxxxx was formed and Xxxxx and Diplomat have entered
into a Web Design and Consulting Agreement of even date herewith (the "Web
Agreement") pursuant to which Xxxxx has agreed to assist Diplomat in
developing the technology, and providing other services necessary, to further
Diplomat's Direct Access Business, including the hosting and maintenance of
Diplomat's web site (the "Web Site").
C. In connection with Diplomat's operation of its Direct Access
Business, Diplomat desires to obtain various online hosting services
("Services") from Xxxxx, and Xxxxx desires to provide such Services to
Diplomat.
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
Section 1. Services.
Xxxxx shall provide, directly or through a third party vendor
reasonably satisfactory to Diplomat, the Online Hosting Services described on
Exhibit A hereto, at the cost specified and on the other terms and conditions
as set forth on Exhibit A.
Section 2. Compensation.
Diplomat will pay to Xxxxx when due a fee for each of the Services
equal to the amount described in Exhibit A hereto relating to each such
Service; provided, that in the event Diplomat terminates this Agreement in
accordance with Section 3 hereof, the fee for the provision of each terminated
Service shall cease to accrue on and after the effective date of such
termination. In the event that Diplomat terminates this Agreement other than
in accordance with Section 3, Diplomat shall be obligated to pay for the
Services in accordance with the fee schedule contained
on Exhibit A throughout the balance of the Period (as hereinafter defined) as
though Xxxxx continued to provide the terminated Services through the balance of
the Period. Late payments shall accrue interest at a rate equal to fifteen (15%)
percent per annum.
Section 3. Term.
(a) The term of this Agreement shall begin on the date hereof (the
"Effective Date") and shall continue for a period of 12 months thereafter (the
"Period") in full force and effect until it is terminated in accordance with
this Section 3.
(b) Diplomat or Xxxxx, if such party is not in default of the terms
of this Agreement, may extend the term of this Agreement for an additional one
year ("Additional Period"), provided the extending party gives the other party
at least sixty (60) days advance written notice before the end of the Period.
If either party elects to extend the Agreement for the Additional Period, all
other terms and conditions of this Agreement shall continue during the
Additional Period.
(c) Xxxxx shall have the right (but not the obligation) to terminate
this Agreement and the rights granted to Diplomat hereunder if:
(i) Diplomat is in material breach of any of its obligations
hereunder, which breach is not cured within five days of receipt of written
notice from Xxxxx of such breach;
(ii) The Web Agreement is terminated by any of Xxxxx, Diplomat, or
any other party thereto [in the event the rights and obligations of any
party(ies) to such Web Agreement have been duly assigned to a third party(ies)
under the terms thereof] in accordance with the terms of the Web Agreement,
but not if the Web Agreement is terminated by Xxxxx or its assignee(s) other
than in accordance with the terms of the Web Agreement;
(iii) Diplomat is the subject of a voluntary petition in bankruptcy
or any voluntary proceeding relating to insolvency, receivership, liquidation
or composition for the benefit of creditors, if such petition or proceeding is
not dismissed within 60 days of filing, or becomes the subject of any
involuntary petition in bankruptcy or any involuntary proceeding relating to
insolvency, receivership, liquidation or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within 60 days of
filing;
(iv) Diplomat involuntarily dissolves or is dissolved;
(v) Diplomat is judicially adjudicated insolvent or generally is
unable to pay its debts as they mature or makes an assignment for the benefit
of its creditors; or
(vi) Upon Xxxxx giving Diplomat at least sixty (60) days advance
written notice of termination of this Agreement.
(d) Diplomat shall have the right (but not the obligation) to
terminate this Agreement and the rights granted to Xxxxx hereunder if:
(i) Xxxxx is in material breach of any of its obligations hereunder,
which breach is not cured within five days of receipt of written notice from
Diplomat of such breach;
(ii) The Web Agreement is terminated by any of Xxxxx, Diplomat, or
any other party thereto [in the event the rights and obligations of any
party(ies) to such Web Agreement have been duly assigned to a third party(ies)
under the terms thereof] in accordance with the terms of the Web Agreement,
but not if the Web Agreement is terminated by Diplomat or its assignee(s)
other than in accordance with the terms of the Web Agreement;
(iii) Xxxxx is the subject of a voluntary petition in bankruptcy or
any voluntary proceeding relating to insolvency, receivership, liquidation or
composition for the benefit of creditors, if such petition or proceeding is
not dismissed within 60 days of filing, or becomes the subject of any
involuntary proceeding relating to insolvency, receivership, liquidation or
composition for the benefit of creditors, if such petition or proceeding is
not dismissed within 60 days of filing.
(iv) Xxxxx involuntarily dissolves or is dissolved;
(v) Xxxxx is judicially adjudicated insolvent or generally is unable
to pay its debts as they mature or makes an assignment for the benefit of its
creditors; or
(vi) Upon Diplomat giving Xxxxx at least sixty (60) days advance
written notice of termination of this Agreement.
(e) Xxxxx will have the right (but not the obligation) to terminate
this Agreement and the rights granted to Diplomat hereunder, upon 60 days
written notice to Diplomat, following the acquisition of all or substantially
all of the assets of Diplomat by any Permitted Assignee (as defined in Section
9(a) of this Agreement), or the acquisition of the beneficial ownership of at
least 20% (the "Threshold") of the voting power represented by the voting
securities of Diplomat, any successor thereto or any Permitted Assignee by any
person or
"group" within the meaning of Sections 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any successor
provision to either of the foregoing, including any group acting for the purpose
of acquiring, holding or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act or any successor provision thereof (a
"group") other than The Xxxxx Family Irrevocable Stock Trust U/A dated April 30,
1997, organized under the laws of the State of New York (the "Trust"), Xxxxxx X.
Xxxxx ("Xxxxx"), or any affiliate of Xxxxx or the Trust. For purposes of this
Agreement, (i) the term "beneficial ownership" shall have the meaning set forth
in Rule 13d-3 of the Exchange Act or any successor provisions thereof, (ii) the
term "voting securities' means the common Stock, par value $.0001 per share, of
Diplomat and any other securities issued by Diplomat having the power to vote
generally in the election of directors of Diplomat and (iii) the term
"affiliate" means a person or entity directly or indirectly controlled by,
controlling or under common control with another person. For purposes of this
Section 3, an acquisition shall not include (A) the acquisition by a person of
voting securities of Diplomat pursuant to an involuntary disposition through
foreclosure or similar event, or (B) the acquisition by a person of voting
securities of Diplomat pursuant to a dividend intended to be on a tax-free basis
(a "Tax-Free Spin-Off") under the Internal Revenue Code of 1986, as amended from
time to time, but shall include a subsequent acquisition of voting securities
pursuant to a disposition by the person that acquired the voting securities in
such involuntary disposition or such Tax-Free Spin-Off. In the event any person
acquires beneficial ownership of voting power in excess of the Threshold as a
result of a transaction described in the immediately preceding sentence, the
Threshold with respect to such person shall be adjusted to an amount equal to
the percentage of beneficial ownership held by such person immediately following
such transaction.
(f) A party may exercise its right to terminate pursuant to this
Section 3 by sending appropriate written notice to the other party. No
exercise by a party of its rights under this Section will limit its remedies
by reason of the other party's default, the party's rights to exercise any
other rights under this Section 3, or any of that party's other rights.
Section 4. Records and Accounts.
Xxxxx will maintain accurate books, records and accounts of all
transactions relating to the Services performed by it pursuant to this
Agreement. Diplomat may, at its own expense, examine and copy those books and
records as provided in this Section 4. Such books, records and accounts will
be maintained in a manner that allows Diplomat to separate these matters from
those relating to Xxxxx'x other operations. Such books, records and accounts
will reflect such information as would normally be examined by an independent
accountant in performing an audit pursuant to United States generally accepted
auditing standards for the purpose of certifying financial statements, and to
permit verification thereof by governmental agencies. Diplomat may make
examinations pursuant hereto during Xxxxx'x usual business hours, and at the
place in the continental United States where Xxxxx regularly keeps these books
and records. Diplomat will be required to notify Xxxxx at least five business
days before the date of planned examination. If Diplomat's examination is not
completed within one month from commencement, Xxxxx at any time may require
Diplomat to terminate such examination on
seven days' notice to Diplomat; provided that Xxxxx has cooperated with
Diplomat in the examination of such books and records.
Section 5. No Restrictions.
Nothing in this Agreement shall limit or restrict the right of any of
Diplomat's directors, officers or employees or any of Xxxxx'x directors,
officers or employees to engage directly or indirectly in the same or similar
business activities or lines of business as Diplomat or, respectively, or
limit or restrict the right of Diplomat or Xxxxx as the case may be, to engage
in any other business or to render or obtain, as the case may be, services of
any kind to or from, as the case may be , any corporation, firm, individual,
trust or association.
Section 6. Independent Contractors.
Xxxxx and Diplomat are independent contractors. There is no
relationship of partnership, joint venture, employment, franchise or agency
between Xxxxx and Diplomat. Neither Xxxxx nor Diplomat shall have the power to
bind the other or incur obligations on the other's behalf without the other's
prior written consent. When Xxxxx'x employees act under the terms of this
Agreement, they shall be deemed at all times to be under the supervision and
responsibility of Xxxxx and no person employed by Xxxxx and acting under the
terms of this Agreement shall be deemed to be acting as agent or employee of
Diplomat or any customer of Diplomat for any purpose whatsoever.
Section 7. Confidentiality.
Xxxxx and Diplomat each agree to hold in strict confidence, and to
use reasonable efforts to cause each of their employees and representatives to
hold in strict confidence, all confidential information concerning Xxxxx or
Diplomat, as the case may be, furnished to or obtained by the other party, in
the course of performing the obligations provided for under this Agreement
except to the extent that (a) such information has been in the public domain
through no fault of Xxxxx or Diplomat, as the case may be, (b) disclosure or
release is compelled by judicial or administrative process, or (c) in the
opinion of counsel to Xxxxx or Diplomat, as the as may be, disclosure or
release is necessary pursuant to requirements of law or the requirements of
any governmental entity including, without limitation, disclosure requirements
under the securities laws of the United States or similar laws of other
jurisdictions applicable to Xxxxx or Diplomat, as the case may be.
Section 8. Proprietary Rights of Xxxxx.
All materials, including but not limited to any computer software (in
object code and source code form), data or information developed or provided
by Xxxxx, or its suppliers under this Agreement, and any know-how,
methodologies, equipment, or processes used by Xxxxx to provide the Services
to Diplomat, including, without limitation, all copy-rights, trademarks,
patents, trade secrets, and any other proprietary rights inherent therein and
appurtenant thereto (collectively, "Host Materials") shall remain the sole and
exclusive property of Xxxxx or its suppliers. To the extent, if any, that
ownership of the Hose Materials does not automatically vest in Xxxxx by virtue
of this Agreement or otherwise, Diplomat hereby transfers and assigns to Xxxxx
all rights, title and interest which Diplomat may have in and to the Host
Materials. Diplomat acknowledges and agrees that Xxxxx is in the business of
designing and hosting web sites, and that Xxxxx shall have the right to
provide to third parties services which are the same or similar to the
Services, and to use or otherwise exploit any Host Materials in providing such
services.
Section 9. Diplomat Content.
(a) Diplomat assumes sole responsibility for (i) acquiring any
authorization(s) necessary for hypertext links to third party web sites, (ii)
the accuracy of materials on the Web Site, including, without limitation,
provision of the Content (as hereinafter defined), descriptive claims,
warranties, guarantees, nature of business, and address where business is
conducted, and (iii) ensuring that the Content does not infringe or violate
any right of any third party. Notwithstanding the foregoing, Xxxxx reserves
the right, in its sole discretion, to exclude or remove from the Web Site any
hypertext links to third party web sites, any Content, or other content not
supplied by Xxxxx which, in Xxxxx'x sole reasonable discretion, may violate or
infringe any law or third party rights or which otherwise exposes or
potentially exposes Xxxxx to civil or criminal liability or public ridicule;
provided, that such right shall not place an obligation on Xxxxx to monitor or
exert editorial control over the Web Site.
(b) Diplomat shall place and cause to be placed on the Web Site
Content that does not contain any content or materials which are obscene,
threatening, malicious, which infringe on or violate any applicable law or
regulation or any proprietary, contract, moral, Xxxxx privacy or other third
party right, or which otherwise exposes Xxxxx to civil or criminal liability.
Any such materials placed on the Web Site which do not satisfy the foregoing
requirements shall be deemed to be a material breach of this Agreement.
(c) Chat rooms, bulletin boards and discussion forums shall not be
included in the Web Site and may not be implemented by or on behalf of
Diplomat without prior written approval of Xxxxx.
(d) For purposes of this Agreement, Content shall mean all materials
comprising the Web Site, including but not limited to, any images,
photographs, illustrations, graphics, audio clips, video clips or text, which
shall be in correct format. The Content shall be properly adapted and
translated by, or on behalf of, Diplomat for posting to Xxxxx'x server so that
the Web Site can be accessed via the Internet.
Section 10. Warranties.
(a) Xxxxx represents and warrants that (i) Xxxxx has the power and
authority to enter into and perform its obligations under this Agreement, and
(ii) the Services under this Agreement shall be performed in a workmanlike
manner.
(b) Diplomat represents and warrants that: (i) Diplomat has the power
and authority to enter into and perform its obligations under this Agreement;
(ii) the Content does not and shall not contain any content, materials,
advertising or services that are inaccurate or that infringe on or violate any
applicable law, regulation or right of a third party, including, without
limitation, export laws, or any proprietary, contract, moral, or privacy right
or any other third party right, and that Diplomat owns the Content or
otherwise has the right to place the Content on the Web Site; and (iii)
Diplomat has obtained any authorization(s) necessary for hypertext links from
the Web Site to other third party web sites. Should Diplomat receive notice of
a claim regarding the Web Site, Diplomat shall promptly provide Xxxxx with
written notice of such claim.
(C) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10(a) ABOVE,
XXXXX MAKES NO WARRANTIES HEREUNDER, AND XXXXX EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 11. Indemnification.
(a) Diplomat agrees to indemnify, defend, and hold harmless Xxxxx,
its directors, officers, employees and agents, and defend any action brought
against same with respect to any claim, demand, cause of action, debt or
liability, including reasonable attorneys' fees, to the extent that such
action is based upon a claim that: (i) if true, would constitute a breach of
any of Diplomat's representations, warranties, or agreements hereunder; (ii)
arises out of the gross negligence or willful misconduct of Diplomat; or (iii)
any of the Content to be provided by Diplomat hereunder or other material on
the Web Site infringes or violates any rights of third parties, including
without limitation, rights of publicity, rights of privacy, patents,
copyrights, trademarks, trade secrets, and/or licenses.
(b) Xxxxx agrees to indemnify, defend, and hold harmless Diplomat,
its directors, officers, employees and agents, and defend any action brought
against same with respect to any claim, demand, cause of action, debt or
liability, including reasonable attorneys' fees, to the extent that such
action arises out of the gross negligence or willful misconduct of Xxxxx in
connection with Xxxxx'x performance under this Agreement.
Section 12. Limitation of Liability.
XXXXX SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR
ALTERATION, THEFT OR DESTRUCTION OF, THE WEB SITE OR DIPLOMAT'S DATA FILES,
PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. XXXXX
SHALL HAVE NO LIABILITY WITH RESPECT TO XXXXX'X OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR
PUNITIVE DAMAGES EVEN IF XXXXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY EVENT, THE LIABILITY OF TADEO TO DIPLOMAT FOR ANY REASON AND
UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY
DIPLOMAT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL
CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATIONS, AND OTHER TORTS.
Section 13. Dispute Resolution.
(a) In the event that any party to this Agreement has any claim,
right or cause of action against any other party to this Agreement, which the
parties shall be unable to settle by agreement between themselves, such claim,
right or cause of action, to the extent that the relief sought by such party
is for monetary damages or awards, shall be determined by arbitration in
accordance with the Rules of the American Arbitration Association ("AAA"),
through the adjudication by a single arbitrator, in New York, New York, with
the decision of such arbitrator to be final and binding upon all parties. The
fees, costs and expenses of such arbitration, as submitted by the AAA, shall
be borne equally by both Xxxxx and Diplomat; provided, that each of Xxxxx and
Diplomat shall pay the fees, costs and expenses of its own counsel,
accountants and other representatives in connection with such arbitration. The
parameters of the AAA proceedings undertaken in accordance with this Section
13 shall be prescribed such that a decision shall be rendered within sixty
(60) days following the initial written reference of the related dispute to
AAA arbitration.
(b) Notwithstanding any other provisions of this Section 13,
in the event that a party against whom any claim, right or cause of action is
asserted commences, or has commenced against it, bankruptcy, insolvency or
similar proceedings, the party or parties asserting such claim, right or cause
of action shall have no obligations under this Section 13 and may assert such
claim, right or cause of action in the manner and forum it deems appropriate,
subject to applicable laws. No determination or decision by the arbitrators
pursuant to this Section 13 shall limit or restrict the ability of any party
hereto to obtain or seek in any appropriate forum, any relief or remedy that
is not a monetary award or money damages.
Section 14. Miscellaneous.
(a) Neither party any assign this Agreement, or their
respective rights and obligations hereunder, in whole or in part, without the
other party's prior written consent; provided, however, that Xxxxx shall be
entitled to assign all of its rights and obligations hereunder to any
subsidiary or affiliated entity without the consent of Diplomat. Any attempt
to assign this Agreement without such consent (if required) shall be void and
of no effect ab initio. Notwithstanding the immediately preceding sentence,
either party may assign this Agreement or all, but not less than all, of its
rights and obligations hereunder to any entity that acquires it by purchase of
stock or by merger or otherwise, or by obtaining all or substantially all of
its assets (a "Permitted Assignee"); provided, that any such Permitted
Assignee thereafter succeeds to all of the rights and is subject to all of the
obligations of the assignor under this Agreement; and provided, however, that
the provisions of this Section 9(a) shall in no way modify the provisions of
Section 3(d).
(b) This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed entirely within such State, without regard
to the conflicts of law principles of such State. Each party shall comply in
all respects with all laws and regulations applicable to its activities under
this Agreement.
(c) Notwithstanding the provisions of Section 8, each party
hereto irrevocably submits to the exclusive jurisdiction of (a) the courts of
the State of New York, New York County, or (b) the Untied States District
Court for the southern District of New York, for the purposes of any suit,
action or other proceeding arising out of this Agreement or any transaction
contemplated hereby or thereby. Each of Diplomat and Xxxxx agrees to commence
any such action, suit or proceeding either in the Untied States District Court
for the Southern District of New York, or if such suit, action or other
proceeding may not be brought in such court for jurisdictional reasons, in the
courts of the State of New York County. Each of Diplomat and Xxxxx further
agrees that service of any process, summons, notice or documents by U.S.
registered mail to such party's respective address set forth below shall be
effective service of process for any action, suit or proceeding in New York
with respect to any matters to which it has submitted to jurisdiction in this
Section 9(c). Each of Diplomat and Xxxxx irrevocably and unconditionally
waives any objection to the laying of venue of any action, suit or proceeding
arising out of this Agreement or the transactions contemplated hereby and
thereby in (i) the courts of the State of New York County, or (ii) the United
States District Court for the Southern District of New York, and hereby and
thereby further irrevocably and unconditionally waives and agrees not to plead
or claim in any such court that any such action, suit or proceeding brought in
any such court has been brought in an inconvenient forum.
(d) If any provisions of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstance shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other provision hereof (or the
remaining portion thereof) or the application of such provision to any other
persons or circumstances.
(e) All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered by hand, by
facsimile (with confirmation back), or sent, postage prepaid, by registered,
certified or express mail or nationally recognized overnight courier service
and shall be deemed given when so delivered by hand, by facsimile (with
confirmation back), or if mailed, three days after mailing (one business day
in the case of express mail or overnight courier service), as follows:
(i) if to Xxxxx:
Xxxxx E-Commerce Corp.
0 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxxx, President
(ii) if to Diplomat:
Diplomat Direct Marketing Corporation
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
(f) The provisions of Sections 7, 8, 9, 10, 11, 12, 13 and 14
hereof shall survive any termination of this Agreement.
(g) No failure to either party to exercise or enforce any of
its rights under this Agreement shall act as a waiver of such right.
(h) This Agreement, along with the Exhibit hereto, contains the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter. Neither party shall be liable
or bound to any other party in any manner by any representations, warranties
or convenants relating to such subject matter expect as specifically set forth
herein.
(i) This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to each of the other parties.
(j) This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties hereto.
(k) This Agreement is for the sole benefit of the parties
hereto and nothing herein expressed or implied shall give or be construed to
give to any person, other than the parties hereto any legal or equitable
rights hereunder.
(l) The headings contained in this Agreement or in any
Exhibit hereto are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. All Exhibits annexed hereto
or referred to herein are hereby incorporated in and made a part of this
Agreement as if set forth in full herein. Any capitalized terms used in any
Exhibit but not otherwise defined therein, shall have the meaning as defined
in this Agreement. When a reference is made in this Agreement to a Section or
an Exhibit, such reference shall be to a Section of, or an Exhibit to, this
Agreement unless otherwise indicated.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of June 30, 1999.
XXXXX E-COMMERCE CORP.
By: /s/ XXXXX XXXXXXXXXX
Xxxxx Xxxxxxxxxx
President
DIPLOMAT DIRECT MARKETING CORP.
By: /s/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
President
