EXHIBIT 10
[THE SPORTS NETWORK LOGO - GRAPHIC]
0000 Xxxxxxx Xxxx * Xxxxxxx, XX 00000
(000) 000-0000 * Fax (000) 000-0000
xxxx://xxx.xxxxxxxxxxxxx.xxx
AGREEMENT
This Subscriber Agreement ("Agreement") is entered into as of September 1, 2002
(the ("Effective Date"), by and between THE COMPUTER INFORMATION NETWORK, INC.,
d/b/a "THE SPORTS NETWORK," with offices at 0000 Xxxxxxx Xxxx / Xxxxxxx, XX
00000 (hereinafter referred to as "TSN") and Sports Information & Publishing
Corp hereinafter (referred to as "Subscriber") located at 0000 X. Xxxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 hereby agree as follows.
1. SERVICE. TSN will produce a customized "dynamic" version of TSN's
service for use on Subscriber's websites located at xxxx://xxx.xxxxxxxxx.xxx as
outlined in this Agreement. The branded information on the Service will
encompass that data which is transmitted over The Sports Network's traditional
wire service including the following Major League Sports, as well as the lower
level or minor league sports under each league indicated: NFL and College
Football. The Content categories within each sport will consist of News,
National Scoreboards (Previews, In-Progress, Scores, Game Recaps, Box Scores),
League and Miscellaneous Statistics, Injuries, Odds, Weather, Schedules,
Standings and Team pages. There will be an acknowledgement at the bottom of each
branded page of the Service indicating the source of the content.
2. RATE. In consideration for the Service provided by TSN to Subscriber
pursuant to this Agreement, Subscriber shall pay to TSN the sum of $500 per
month during the initial Term hereof, as defined in Paragraph 5 (the "TERM"),
plus any applicable Federal, State or local taxes. The Rate for the first month
shall be pro-rated, as necessary to reflect the date on which the Service is
actually delivered to Subscriber's location. The Rate is inclusive of all costs
incurred by TSN for delivering and maintaining the Service on the Internet.
Subscriber shall remit the monthly charge due to TSN at its Southampton, PA
office no later than the first day of each month for which Subscriber has been
billed by TSN in advance. After the expiration of the initial Term, TSN may, in
its sole discretion, modify the Rate after having provided at least thirty (30)
days' advance written notice to Subscriber
3. SET-UP CHARGE. Waived
A. Additional Redesign - TSN shall provide client with backdoor
access to all branded templates so any Subscriber could make
their own changes. However, in the event Subscriber undertakes a
full and comprehensive redesign involving sports, there could be
an additional fee which would be no more than twenty-five (25)
percent of Subscriber's initial set-up fee.
4. GRANT OF LICENSE - Subject to the terms and conditions of this
Agreement, TSN hereby grants to Subscriber a non-exclusive, non-transferable
license to distribute and display in all formats the Service for the sole
purpose of permitting visitors to Subscriber's web site to access the Service
for their personal, non-commercial use. Subject to the terms and conditions of
this Agreement, TSN further grants to Subscriber a non-exclusive
non-transferable license to use TSN's marks. TSN agrees to use the exact logo
designs provided to TSN by Subscriber. TSN agrees not to modify, enlarge or
otherwise alter Subscriber's Marks and to display notices requested by
Subscriber on every page containing Subscriber's Marks.
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0000 Xxxxxxx Xxxx * Xxxxxxx, XX 00000
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5. TERM. (a) This term of this AGREEMENT shall commence on September 1,
2002 (the "Term"). Thereafter, this Agreement shall be in effect for five months
ending on January 31, 2003. Notwithstanding the foregoing, if TSN increases the
Rate at any time after the expiration of the Term, Subscriber shall have the
option to terminate this Agreement, without further obligation to TSN, by
written notice to TSN within thirty (30) days of Subscriber's receipt of notice
of such Rate increases.
6. TRACKING AND REPORTING - TSN will provide Subscriber with a password
protected FTP account for recipient site, thus allowing the Subscriber to
retrieve their log reports from the branded site that displays the Service on a
daily and/or weekly basis.
7. ADVERTISING - TSN shall incorporate Subscriber's ad-serving code on any
of the branded pages comprising the Service. Subscriber has sole responsibilty
for selling, tracking, reporting and maintainingadvertising sales on the
Service. Subscriber shall retain 100 percent (100%) of all advertising revenue
generated by Subscriber on the Service.
8. ACCURACY. The information supplied by TSN on the Service shall be
accurate at the time of transmission to the best of TSN's information and
belief, using reasonable commercial diligence.
9. WARRANTIES; DISCLAIMERS. TSN represents and warrants that TSN is the
owner of, or has the right to license and/or provide the Service, TSN Marks, and
all other materials and information as provided herein by TSN under this
Agreement, and that, to the best of its knowledge, the forgoing will not contain
any defamatory, obscene or otherwise unlawful matter, and do not violate,
infringe upon or misappropriate the copyrights, trademarks, right of privacy or
publicity, or other intellectual property, personal and/or proprietary rights of
any third party. TSN makes no warranty, whether expressed or implied, as to the
quality, merchantability, completeness or fitness or any purpose of the Service.
Subscriber represents and warrants that Subscriber is the owner, of, or has the
right to license and/or provide Subscriber's Marks, and all other materials and
information provided by Subscriber under this Agreement, and that, to the best
of its knowledge, the forgoing will not contain any defamatory, obscene or other
wise unlawful matter, and do not violate, infringe upon or misappropriate the
copyrights, trademarks, right of privacy or publicity, or other intellectual
property, personal and/or proprietary rights of any third party.
10. LIMITATION. - Neither party shall have any liability for lost profits,
indirect, special or consequential damages except to the extent same may arise
under Paragraph 9. Subscriber agrees that in no event will TSN, its networker,
or any other common carrier transmitting the Service, have any liability for any
claim, loss, damages (whether direct, incidental, consequential, special or
indirect, including loss of business or profits) caused or alleged to be caused
by the Service, equipment, or installation thereof, or by any inadequacy or
deficiency therein.
11. INDEMNIFICATION. TSN shall indemnify and hold harmless Subscriber, its
officers, distributors, employees, agents and representatives from and against
any and all losses, damages, costs, expenses and liabilities, including
reasonable attorneys' fees, arising out of TSN's breach of any of its
representations, warranties and obligations under this Agreement. Subscriber
shall indemnify and hold harmless TSN, its officers, distributors, employees,
agents and representatives from and against any and all losses, damages, costs,
expenses and liabilities, including reasonable attorneys' fees, arising out of
Subscriber's breach of any of its representations, warranties and obligations
under this Agreement. The obligations of either party to provide indemnification
under this Agreement shall be contingent upon the party seeking indemnification
(i) providing the indemnifying party with prompt written notice of any claim for
which indemnification is sought, (ii) cooperating fully with the indemnifying
party and (iii) allowing the indemnifying party to control the defense and
settlement of such claim.
12. SERVICE OUTAGE. In the event of a service problem of any kind,
Subscriber will immediately notify TSN of the problems and symptoms. TSN will be
responsible for correcting the problem, using its best efforts to resolve it as
soon as practicable after notice thereof.
13. FORCE MAJEURE. - Neither Subscriber nor TSN shall bear any
responsibility or liability for any losses arising out of any delay in or
interruption of the performance of their obligation under this Agreement due to
any act of God, act of governmental authority, act of the public enemy or due to
war, riot, fire, flood, civil commotion, insurrection, labor difficulty
(including without limitation, any strike or other work stoppage or slowdown)
severe or adverse weather condition or other cause beyond the reasonable control
and without the fault or negligence of the party so affected; provided however,
that if such delay or interruption shall exceed six months, the other party may
terminate this Agreement upon 30 days' written notice.
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14. TERMINATION - In the case of material breach by either party of any of
the terms of this Agreement, the party not in breach may terminate this
Agreement by giving the other party written notice, provided the breaching party
shall not have corrected such material breach within thirty (30) days of receipt
of such notice. If a receiver is appointed for either party or if either party
petitions under the Bankruptcy Act or is adjudicated as bankrupt, or is declared
insolvent, or makes an assignment for the benefit of creditors or otherwise
fails to fulfill its obligations hereunder, then the other party shall have the
immediate right to terminate this Agreement and pursue all legal remedies
available to it and, as to TSN, to secure the unpaid balance due under the terms
of this Agreement, or as to Subscriber, to receive a refund of any monthly
payments made in advance
15. DEFAULT. Failure by Subscriber to pay TSN any amount due hereunder,
within five (5) days after written notice, absent any notice to terminate being
received by TSN pursuant to this Agreement and provided TSN is not in breach of
this Agreement, shall entitle TSN to terminate the Service and recover from
Subscriber (i) any amount in arrears and (ii) the amount due for the balance of
the then current remaining Term or Renewal Term.
16. ASSIGNMENT. - Except in the case of a merger, acquisition or sale of
substantially all of the assets of either party, neither may assign, sublicense
or otherwise transfer this Agreement or any of its rights or obligations under
this Agreement without the prior written consent of the other party, which shall
not be unreasonably withheld or delayed. Written notice of any change or the
name, the nature or the place of business of either party shall immediately be
sent to the other party.
17. ENTIRE AGREEMENT. - This Agreement, including the Addenda hereto,
constitutes the entire Agreement of the parties hereto with respect to its
subject matter and may be amended or modified only in writing and signed by duly
authorized officers of both parties. This Agreement supersedes all previous
agreements between the parties. There are no oral or written collateral
representations, agreements, or understandings except as provided herein.
18. NON-WAIVER. The failure of either party to exercise any of its rights
under this Agreement for a breach for breach thereof shall not be deemed to be a
waiver of any other breach of the same or other provision.
19. NOTICES. All notices required under this Agreement shall be in writing
and shall be deemed given when delivered by hand or by confirmed facsimile
transmission, or five (5) days after mailing, postage prepaid, by registered or
certified mail, return receipt requested, to the below addresses or such other
addresses as either party shall specify in a written notice to the other
TO TSN: TO SUBSCRIBER:
THE SPORTS NETWORK Sports Information & Publishing Corp.
0000 XXXXXXX XXXX, XXXXX 000 0000 X. Xxxxxxxxx Xxxx
XXXXXXX, XX 00000 Xxxxxxxxx, Xx 00000
ATTENTION: Xxx Xxxxxxxxxx Attention: Xxxx Xxxxxx
20. GOVERNING LAW. - This Agreement shall be governed by the Laws of the
Commonwealth of Pennsylvania. Exclusive jurisdiction of any litigation relating
to or concerning this Agreement shall in the Federal or State Courts in the City
of Philadelphia, and both TSN and Subscriber agree to such jurisdiction and to
accept any service of process emanating therefrom.
IN WITNESS WHEREOF, TSN and Subscriber, intending to be legally bound,
cause this Agreement to be executed by their duly authorized representatives as
of the day and year first above written.
COMPUTER INFORMATION NETWORK Sports Information & Publishing Corp.
D/b/a THE SPORTS NETWORK D/B/a xxxxxxxxx.xxx
BY: /s/ Xxx Xxxxxxxxxx BY: /s/ Xxxxxxx Xxxxxx
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PRINT NAME: Xxx Xxxxxxxxxx PRINT NAME: Xxxxxxx Xxxxxx
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TITLE: Sales Manager TITLE: President/CEO
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