Exhibit 10.7
Portal Technology and Software Agreement
This AGREEMENT, entered into this 3rd day of January, 2000 by and between
Xxxx.xxx, Ltd. (hereinafter referred to as "UBUY") and Integrated Merchant
Services, Inc. ("IMS").
WHEREAS, UBUY has developed a proprietary Internet Portal technology and
software that can be customized for different industries and customers
(hereinafter referred to as the "Portal").
WHEREAS, IMS offers electronic credit card authorization and payment
systems to merchants.
WHEREAS, UBUY and IMS have executed a "Merchant Referral Portal Marketing
Agreement", that provides UBUY the ability to offer the IMS products and
services to UBUY members.
WHEREAS, IMS wishes UBUY to customize its Portal into a Business Portal,
which one component of the Business Portal will offer IMS products and services,
through the "Merchant Referral Portal Marketing Agreement" executed between UBUY
and IMS.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, it is agreed as follows:
1. DUTIES OF UBUY
(a) UBUY will provide its Portal and customize it for IMS.
2. DUTIES OF IMS
(a) In consideration for the services to be rendered by UBUY
hereunder, IMS shall pay the sum of $66,666.67 per month to UBUY, due and
payable on the first day of each month, over the term of this agreement, unless
terminated earlier according to the terms and conditions outlined in section 3
of this Agreement.
3. TERM AND TERMINATION. The term of this Agreement is for three (3) years
and shall automatically renew on a yearly basis, unless IMS or UBUY provides the
other party with written notice within ninety (90) days of the annual
anniversary of this Agreement.
(a) Either party shall have the right to terminate this Agreement,
without cause, by providing the other party ninety (90) days written notice.
(b) Either party shall have the right to terminate this Agreement,
if other party is in material breach of this Agreement and fails after thirty
(30) days written notice to cure an, such breach.
(c) In the event either party wishes to exercise its right to
terminate this agreement pursuant to this paragraph, notice to terminate must be
made pursuant to section 6 of this Agreement.
4. PORTAL MAINTENANCE AND SUPPORT. The ongoing support and maintenance of
the Portal will be provided by UBUY.
5. PROPRIETARY INTERESTS. IMS agrees that the Portal is the property of
UBUY and is being customized for IMS.
6. ENTIRE AGREEMENT. This Agreement represents the entire understanding of
the parties with respect to its subject matter and supersedes all previous
discussion and correspondence with respect thereto, and no representations,
warranties or Agreement, express or implied, of any kind with respect to such
subject matter have been made by either party to the other.
7. NOTICES. Any notice to be given to IMS and UBUY shall be in writing and
shall be deemed to have been given on the same day as mailed by certified mail,
postage pre-paid, return receipt requested, addressed to the respective parties
as follows, unless and until either party notifies the other in writing of a
different address:
IF TO UBUY: Xxxx.xxx, Ltd.
000 Xxxx Xxxxxxxx Xxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
IF TO IMS: Integrated Merchant Services, Inc.
000 Xxxx Xxxxxxxx Xxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
8. GOVERNING LAW. Disagreement and all questions as to interpretations,
performance and enforcement and the rights and remedies of the parties hereunder
shall be determined in accordance with the laws of the State of Florida. Should
any provision contained in this Agreement violate the laws of any State in which
this Agreement is to be performed, that provision shall be deemed void to the
extent it is so violated without invalidating any other provision contained
herein. Parties mutually and knowingly agree that any suit arising out of or
relating this Agreement shall be filed and adjudicated by a court in Broward
County, in the State of Florida.
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IN WITNESS WHEREOF, the parties have hereunto executed this Agreement the
day and year first above written.
Witness Xxxx.xxx, Ltd.
__________________________ By:_________________________________
____________________________________
Name & Title (Print)
Witness Integrated Merchant Services, Inc.
__________________________ By:_________________________________
____________________________________
Name & Title (Print)
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