AGREEMENT
This Agreement (hereinafter referred to as the "Agreement") is entered
into as of the 23rd day of June, 2009 (the "Effective Date") by and
between Invisosoft, Inc, a Nevada corporation (hereinafter referred to
as "Licensor" and/or "Invisosoft") and PMX Communities, Inc., a Nevada
corporation (hereinafter referred to as "Licensee" and/or "PMX"). The
aforementioned parties are hereinafter collectively referred to as the
"Parties" and individually as a "Party". Capitalized terms shall have
the meaning ascribed to them in this Agreement.
WITNESSETH:
WHEREAS, Licensor is the developer and owner of a proprietary and
copyrighted audio video software product known as Invisosoft Live
Communicator Suite (hereinafter referred to as the "Software"); and
WHEREAS, the Software enables VOIP/Audiovisual conferencing; and
WHEREAS, Licensor has agreed to license the Software to Licensee in
accordance with the terms and conditions of this Agreement; and
WHEREAS, Licensee has agreed to license the Software from Licensor in
accordance with the terms and conditions of the Agreement; and
WHEREAS, Licensee has agreed that at no time, the licensee will
reproduce, copy, transfer, or modify any of the Invisosoft owned
software products to themselves, any individuals, any entity or any
company except as provided herein to the contrary.
NOW THEREFORE, in consideration of the foregoing, and Ten and no/100ths
($10.00) Dollars in hand paid by each party hereto unto the other, and
other good and valuable consideration, the receipt, sufficiency and
adequacy of which is hereby jointly and severally acknowledged, and the
covenants, promises, representations, guarantees and the agreement
herein contained;
IT IS MUTUALLY AGREED, by and between the Parties hereto as follows:
1.Recitals, The Parties hereto acknowledge and agree that the
foregoing recitals are true, correct, accurate, in proper form and
fully binding upon them in all respects, which recitals in their
entirety are hereby incorporated in this Agreement in haec verba.
2.License, Licensor hereby licenses to Licensee the Software to enable
one hundred (100) activator seats for the use of Licensee's members
and/or participants at any given time (hereinafter referred to as the
"Software Capacity")
0.Xxxxxxxx Support and Product Upgrades, The Licensor shall provide
technical support to Licensee on an as needed basis to facilitate the
use of the Software. Such support shall include the operation of the
Software on the Licensor's computer servers until such time as the
Licensee's computer servers can accommodate such operations. In
addition, Licensor shall assist in the migration and installation of
the Software to Licensee's computer servers upon request from Licensee.
During the first two (2) years of the Term of this Agreement, the
Licensor shall afford the Licensee with any and all Software upgrades
and modifications. Following such two (2) year period Licensor shall
afford the Licensee the right to purchase Software upgrades at a
preferential rate which shall be equivalent to the pricing offered to
the Licensor's most favored customers.
4.Term, The term of this Agreement shall be for five (5) years
(hereinafter referred to as the "Term") commencing on the License
Effective Date. For purposes of this "Agreement, the License Effective
Date shall be August 1, 2009.
The Licensee shall have the right to extend the term for two (2) five
(5) year option periods(hereinafter referred to as the "Option
Period(s)"). The Licensee shall be automatically deemed to have
exercised its option to extend the term for an Option Period unless it
shall provide the Licensor with fifteen (15) days written notice of its
intentions not to exercise its option to extend.
5.Private Label of Software, Licensee shall have the right to "private
label" the software as Licensee's software and is not bound to disclose
to third parties that Licensor is the owner of the Software.
6.Consideration of License, In consideration for the License, Licensee
will pay to Licensor the sum of Five Thousand and 00/100
Dollars(US$5,000.00) in accordance with an invoice presented by
Licensor to Licensee of even date herewith.
For the first two (2) years from the License Effective Date, Licensee
shall have the right to increase the number of activator seats at any
time via a one(1) time payment of Fifty Dollars and 00/100 (US$50.00)
per seat up to a maximum of one hundred thousand (100,000) seats.
Following such period, Licensee shall have the right to increase the
number of activator seats at any time via a one (1) time payment to be
determined by the parties on a per seat basis but in no event greater
than fees charged by Licensor to its most favored customers.
7.Term, The term of this Agreement shall be for the period from the
date hereof to July 31, 2014 (the "Initial Term").
8.Non-Exclusive Use of License, The Licensee shall not be limited to
the exclusive use of the Software in its business operation.
9.Interllectual Property Protection, Title to and ownership rights of
the Software technology and documentation shall at all times remain
with Licensor. Licensee recognizes and accepts the rights of Licensor
as to its intellectual property, trademarks, service-marks, trade names
and logos relative to the Software and as provided by law.
Likewise, Licensor shall claim no rights, interests or claims in
Licensee's website, technology or proprietary data or materials
including but not limited to software developed or acquired by licensee
in relation to its website functionality such as blogging, chatting and
instant messaging.
10.Default, In the event of default, following thirty (30) days
written notice of default, each party shall have all remedies provided
by law and/or equity including rights or specific performance and/or to
injunctive relief.
In the event of litigation, the reviling party shall pay or recover all
costs and expenses, including reasonable attorneys' fees and costs,
incurred in exercising any of its rights or remedies hereunder or
enforcing any of the terms, conditions, or provisions hereof.
All remedies hereunder are cumulative and may, to the extent permitted
by law, be exercised concurrently or separately, and the exercise of
any one remedy shall not be deemed to be an election of such remedy or
to preclude the exercise of any other remedy. No failure on the part
of either party to exercise and no delay in exercising, any right or
remedy, hereby shall operate as a waiver thereof, nor shall any single
or partial exercise by either party of any right or remedy hereunder
preclude any other or further exercise thereof or the exercise of any
other right or remedy. If any term or provision of the Agreement is
found invalid, it shall not affect the validity and enforcement of all
remaining terms and provisions of the Agreement.
11.Successors and Assigns, All of the provisions of the Agreement
shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, if any, successor, and assigns.
12.Choice of Law, The laws of the state of Florida shall govern the
validity of the Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties hereto.
Exclusive jurisdiction and venue of any action arising out of this
Agreement shall be in the Circuit Court in and for Broward County,
Florida.
13.Headings, Section headings are not to be considered a part of this
Agreement and are not intended to be a full and accurate description of
the contents hereof.
14.Waiver, Waiver by one party hereto of breach of any provisions of
this Agreement by the other shall not operate or be construed as a
continuing waiver.
15.Assignment, Neither Party shall assign any rights under this
Agreement, or delegate the performance of any duties hereunder, without
the prior written consent from the other party.
16.Notices, Any and all notices, demands, or other communications
required or desired to be given hereunder by any party shall be in
writing and shall be validly given or made to another party if
personally served, or if deposited in the United States mail, certified
or registered, postage prepaid, return receipt requested. If such
notice or demand is served personally, notice shall be deemed
constructively made at the time of such personal service. If such
notice, demand or other communication sis given by mail, such notice
shall be conclusively deemed given five days after deposit thereof in
the United States mail addressed to the party to whom such notice,
demand or other communication is to be given. Any party hereto may
change its address for purposes of this paragraph by written notice
given in the manner provided above.
17.Modification or Amendment, No amendment, change or modification of
the Agreement shall be valid unless in writing signed by the parties
hereto.
18.Entire Understanding, This document constitutes the entire
understanding and agreement of the parties, and any and all prior
agreements, understandings, and representations are hereby terminated
and canceled in their entirety and are of no further force and effect.
19.Unenforceability of Provisions, If any provision of this Agreement,
or any portion thereof, is held to be invalid and unenforceable, then
the remainder of the Agreement shall nevertheless remain in full force
and effect.
20.Further Assurances, The Parties hereby agree to cooperate, execute
and deliver any and all documents reasonably deemed necessary to
effectuate the intent and the terms and conditions of this Agreement.
Each party reciprocally agrees to promptly and duly execute and deliver
to the other such further documents and assurances and take such
further action as may from time to time be reasonably requested in
order to more effectively carry out the intent and purpose of this
Agreement and to establish and protect the rights and remedies created
or intended to be created in favor of the other party hereunder.
21.Counterpart Execution, This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute but one and the same instrument.
Facsimile signatures shall constitute original signatures.
00.Xxxxxxxxxxxx, Each party has reviewed and participated in the
formation of this Agreement and, accordingly, any rule or construction
to the effect that ambiguities be resolved against the drafting party
shall not be employed in the interpretation of the Agreement.
23.Time, Time is of the absolute essence with respect to the parties
performance of this Agreement.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of
the day and year first written above. The parties hereto agree that
facsimile signatures shall be as effective as if original.
LICENSOR
Invisosoft, Inc., A Nevada corporation
By:
Xxxxxx X. Xxxxxxx, President
LICENSEE
PMX Communities, Inc., a Nevada corporation
By:
Xxxxxx Xxxxxx, Vice President/Development
