Software License and Services Agreement between Nimble Group, Inc. and Pure Vanilla eXchange, Inc. SOFTWARE LICENSE AND SERVICES AGREEMENT
Exhibit
1.11
Software
License and Services Agreement between Nimble Group, Inc. and Pure Vanilla
eXchange, Inc.
This
Software License and Services Agreement (“Agreement”)
is
made as of January 10, 2006 (“Effective
Date”)
between Nimble Group, Inc., a Delaware corporation having its principal place
of
business at 00 X. 00xx
Xxxxxx,
Xxx Xxxx, XX 00000 (“Nimble”),
and
Pure Vanilla Exchange, Inc. a Nevada corporation having its principal place
of
business at 00 X. 00xx
Xxxxxx,
Xxx Xxxx, XX 00000 (“Licensee”)
This
Agreement relates to the use by Licensee and its employees of Nimble’s software
on computer hardware that is owned by or leased to Licensee, together with
the
related documentation. Such software will be used by Licensee and its employees
to process prepaid, debit and stored value card transactions in connection
with
sales made to Customers (as hereinafter defined) in the Field of Use (as
hereinafter defined). Pursuant to this Agreement, Nimble grants Licensee the
right to use Nimble’s software and agrees to provided upgrades, and enhancements
to and maintenance of such software, all on the terms and conditions contained
in this Agreement. In consideration of the premises and promises in this
Agreement, the parties agree as follows:
| 1. |
DEFINITIONS
|
| 1.1. |
“Customer”
means an individual or entity that has acquired a Stored Value Card
from,
or who has had monetary value loaded on a Stored Value Card by, Licensee
or a distributor authorized by Licensee to distribute or load value
on
Stored Value Cards.
|
| 1.2. |
“Documentation”
means any written manual, specifications, instructions or other
documentation of any nature referring to or describing any of Nimble’s
products or services that are furnished to Licensee or Users by Nimble
pursuant to this Agreement.
|
| 1.3. |
“Escrow
Agent”
means the entity agreed upon between the parties to serve as an escrow
agent to hold and release Source code versions of the software components
of the Product in accordance with the escrow agreement to be entered
into
between Nimble and Licensee pursuant to the provisions of Section
12.
|
| 1.4. |
“Fees”
shall mean all amounts paid to Licensee by customers, merchants,
distributors and others that are paid for, or in connection with, the
use
of the Product by Licensee or Users to process Transactions using the
Products, whether such payments are made by way of deduction from the
proceeds of a Transaction, fees or charges for the processing of a
Transaction, subscription fees or
otherwise.
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| 1.5. |
“Field
of Use”
means transactions involving the sale of adult-oriented erotic materials,
including without limitation motion pictures on film, CD, digital,
tape or
any other medium, books, magazines and other products of special interest
to an adult audience.
|
| 1.6. |
“Hardware”
means the computer hardware and devices that are specified by Nimble
as
necessary for Users to use the Products, all as set forth on Exhibit
A
to
this Agreement, as the same may be modified pursuant to the terms hereof.
|
| 1.7. |
“Licensed
Product”
or “Product”
means the computer programs, manuals and other information of any kind
that are owned or licensed by Nimble for use in connection with the
processing of transactions using Stored Value Cards and for related
purposes, as more fully set forth on Exhibit
B.
“Licensed
Product”
and “Product”
also include enhancements and modifications to (and modified and enhanced
versions of) such computer programs, manuals and other information
that
are licensed to Licensee pursuant to the terms of this
Agreement.
|
| 1.8. |
“Object
Code”
means the machine readable version of software prepared for execution
by a
computer's central processing unit and not understandable to a programmer
or operator without disassembly.
|
| 1.9. |
“Software”
means any computer program, and any update, enhancement, or portion
thereof, which Nimble may from time to time throughout the term of
this
Agreement furnish to Licensee pursuant to this
Agreement.
|
| 1.10. |
“Source
Code”
means the human intelligible version of software, and the related
instructions and compilers necessary for building that software into
Object Code
|
| 1.11. |
“Specifications”
means Nimble’s standard published specifications with respect to the
Products, as they may be modified from time to time by Nimble, in its
sole
discretion, and any other specifications which may be agreed to in
writing
between Nimble and Licensee. The current version of the Specifications
is
attached to this Agreement as Exhibit
C.
|
| 1.12. |
“Stored
Value Card”
means a PIN-protected stored-value card that has its useable value
prepaid
by a Customer and that is provided by Nimble or its authorized distributor
to a Customer.
|
| 1.13. |
“Transaction”
means the use of a Stored Value Card by a Customer to purchase goods
or
services.
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| 1.14. |
“User”
means an individual employee of Licensee whom Licensee permits to access
or otherwise use the Product.
|
| 2. |
LICENSED
PRODUCT
|
| 2.1. |
Nimble
represents to Licensee that the Product conforms to the Specifications
and
will conform to any modified version of the Specifications in all material
respects.
|
| 2.2. |
Licensee
will notify Nimble when it has obtained and made ready for use the
Hardware and communications facilities necessary for it to use the
Product. Nimble will deliver a copy of the Product (in a format to
be
agreed upon between Nimble and Licensee) to Licensee within five (5)
business days of the date of that notice, and Licensee will install
the
Product on such Hardware promptly after it is delivered by Nimble.
The
Product will be deemed accepted by Licensee unless Licensee sends Nimble
a
notice (a “Licensee
Notice”)
within ten (10) business days from the date it receives the Product
in the
agreed-upon format from Nimble stating that the Product is not functioning
in accordance with the Specifications in all material respects and
setting
forth in reasonable detail the respects in which it does not do so.
In
response to a Licensee Notice, Nimble will promptly use commercially
reasonable efforts to correct the Product so that the Product functions
in
accordance with the Specifications in all material respects, and shall
promptly (but in no event more than ten (10) business days from the
date
of the Licensee Notice) deliver a corrected version of the Product
to
Licensee. Licensee may send another Licensee Notice within five (5)
days
after receiving the corrected version of the Product. This process
can
continue until three (3) Licensee Notices have been sent. If three
(3)
Licensee Notices are sent, this Agreement will be deemed terminated
(provided, however, that Nimble may dispute any Licensee Notice in
an
appropriate judicial proceeding). If at any time the Product (or any
corrected version thereof) is delivered to Licensee and not timely
objected to in a Licensee Notice, the Product will be deemed accepted.
Notwithstanding any of the foregoing, the Product will be deemed accepted
if it is used by Licensee or any User to process transactions of a
Customer.
|
|
If
Licensee requests any customization or other work by Nimble on the
Product
after acceptance, such work will be performed at Nimble’s then-current
rates and charges.
|
| 3. |
LICENSE
|
| 3.1. |
NIMBLE
grants Licensee a perpetual (subject to termination as provided in
this
Agreement), limited, non-exclusive, non-transferable (except in accordance
with Section 13.3) license to allow Users to use the Product in Object
Code form only, in accordance with the terms of this Agreement solely
for
the limited purpose of processing Transactions in the Field of
Use.
|
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|
3.2.
|
Licensee
will ensure that the Product can be accessed or used only by authorized
Users. Licensee will issue a password to each authorized User and will
be
responsible for maintaining the confidentiality of the User names and
passwords. Licensee will keep a written record of the identity of its
authorized Users. There shall be no limit on the number of Users that
Licensee may authorize to use the Product.
If
the employment of a User with Licensee is terminated, Licensee shall
deactivate the name and password of such User at the end of the last
day
of such User’s employment.
|
| 3.3. |
Neither
Licensee nor any User may (i) use, copy, modify, merge, install,
distribute, sublicense, sell, lease, or transfer (except
in accordance with Section 13.3) the
Product or any part thereof except as expressly provided in this
Agreement, (ii) reverse engineer, decompile, translate, disassemble
or separate the components of the Product (including without limitation
viewing or otherwise obtaining HTML or any other form of Source Code),
or
(iii) use the Product in any service bureau arrangement or otherwise
for the benefit of any third party. Notwithstanding the foregoing,
Licensee may copy
the software programs and the related documentations in Object Code
form
only (iv) as necessary to efficiently utilize the software programs
as
authorized herein, (v) for backup and archival purposes and (vi) as
otherwise allowed by applicable copyright laws. All copies of software
programs and documentation shall contain Nimble's proprietary notices
to
the extent the same are included in the software programs and
documentation originally delivered to
Licensee.
|
| 3.4. |
Licensee
will be fully responsible for the compliance of Users with the terms
of
this Agreement, and any other separate agreement relating to the Product
and for Licensee’s and all Users’ compliance with any applicable laws and
regulations.
|
| 4. |
SOFTWARE
MAINTENANCE
|
| 4.1. |
Nimble
shall promptly notify Licensee of any defects or malfunctions in the
Software of which it learns from any source. Nimble shall promptly
correct
any defects or malfunctions in the Software (and shall correct the
related
documentation) that it corrects and installs on versions of the product
that it either (a) installs for use in providing services to its own
customers or (b) provides to other licensees of the Product and shall
provide Licensee with copies of such corrected versions, without
additional charge. Nimble's obligation hereunder shall not affect any
other liability which it may have to Licensee. The copies provided
to
Licensee pursuant to this Section 4.1 shall be provided subject to
the
terms of the license of the Product contained in this
Agreement.
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| 4.2. |
During
the term of this Agreement, Nimble shall provide to Licensee, without
additional charge, copies of the Product revised to reflect any
enhancements made by Nimble that are either (a) used by Nimble in
processing transactions for its own customers or (b) generally released
to
other licensees of the Product, promptly after versions containing
such
enhancements are commercially used by Nimble or are generally released
to
other licensees of the Product. Such copies shall be subject to the
terms
of the license of the Product contained in this
Agreement.
|
| 4.3. |
During
the term of this Agreement, Nimble shall provide to Licensee, without
additional charge, all reasonably necessary telephone or written
consultation requested by Licensee in connection with its use and
operation of the Product or any problems therewith. Telephone consultation
shall be requested and provided only during Nimble's normal business
hours
and Licensee shall pay all long distance telephone charges in connection
therewith.
|
| 5. |
INTELLECTUAL
PROPERTY
|
| 5.1. |
The
Product, including, without limitation, any modifications, enhancements
and updates, and any originals and copies thereof, in whole or in part,
and all intellectual property rights therein (collectively, “Proprietary
Information”),
is owned by Nimble. The Proprietary Information contains valuable
copyrighted and proprietary material of Nimble and is licensed, rather
than sold, to Licensee and Users pursuant to this Agreement. Licensee
and
Users have no rights in the Proprietary Information other than the
rights
and licenses granted pursuant to this Agreement. Nimble may disclose
additional information to Licensee and Users in the form of upgrades,
documentation or other support during the Term, and all such additional
information will also be deemed Proprietary
Information.
|
| 5.2. |
Licensee
acknowledges that Nimble has acquired and/or is the owner of trademark
rights in certain names and words that are used in connection with
the
Product, and may in the future acquire and/or own additional such rights
(together, the “Marks”).
Licensee will not, at any time or for any reason, challenge the validity
of, or Nimble’s ownership of or rights to, any of the Marks, and Licensee
waives any rights Licensee or any User may have at any time to do so.
Licensee will not adopt or use any commercial symbol confusingly similar
to any Xxxx. No license right to any Xxxx is granted
hereunder.
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| 5.3. |
If
a claim is made against Licensee that the Product infringes a third
party’s intellectual property rights, Nimble will indemnify Licensee if
Licensee (i) notifies Nimble promptly in writing and in any event so
that Nimble suffers no material prejudice from any delay; (ii) gives
Nimble sole control of the defense and any settlement negotiations;
and
(iii) gives Nimble the information, authority, and assistance it
needs to defend against or settle the claim. If a claim is made or
if
Nimble believes that any part of the Product may violate someone else’s
intellectual property rights, Nimble may choose to either modify the
Product or obtain a license to allow for continued use, or if these
alternatives are not commercially reasonable in Nimble’s judgment, Nimble
may end the license for the Product and refund any license fees (and
any
unused, prepaid support fees Licensee may have paid) for the three
(3)
months before the notice of claim from Licensee or notice of
discontinuance from Nimble. Nimble will not indemnify Licensee if Licensee
has altered any part of the Product or if Licensee or any User has
used a
version of the Product which has been superseded, if the infringement
claim could have been avoided by using an unaltered current version
of the
Product that Nimble has made available to Licensee. Furthermore, Nimble
will not indemnify Licensee to the extent that an infringement claim
is
based upon the combination of the Product with any products or services
not provided by Nimble. This Section 4.3 provides Licensee’s
exclusive remedy for any infringement claims or
damages.
|
| 6. |
FEES
AND PAYMENT
|
| 6.1. |
In
consideration of the license rights granted hereunder Licensee will
pay
Nimble (a) an initial license fee of $100,000, which fee shall be payable
concurrently with the execution of this Agreement and (b) an amount
equal
to fifty percent (50%) of all Fees received by Licensee (the “Percentage
Fee”).
|
| 6.2. |
On
or before the tenth (10th)
day of each month, Licensee will pay Nimble the Percentage Fee based
upon
Fees received by Nimble during the preceding month. Licensee will also
pay
any sales, use, value-added or other taxes (other than on Nimble’s net
income) imposed by applicable law which Nimble may be required to pay
based on the license of the Product to Licensee, the use of the Product
by
Licensee, the technical support provided to Licensee or any other services
or products delivered or provided to Licensee pursuant to this Agreement.
All payments not received by their due date will be subject to a late
charge from the due date equal to the lesser of 1.5% per month or the
highest rate allowed by law.
|
| 7. |
TERM;
TERMINATION
|
| 7.1. |
The
term of this Agreement will begin on the Effective
Date
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| 7.2. |
Unless
ended earlier pursuant to the terms of this Agreement, this Agreement
shall continue in perpetuity
|
| 7.3. |
Nimble
may terminate this Agreement immediately without further notice if
Licensee materially breaches of any of its obligations hereunder, or
if
any User’s acts or omissions would be a breach of this Agreement if
committed by Licensee, and such breach is not cured within 30 days
after
notice from Nimble. A breach includes, but is not limited to:
(i) Licensee’s failure to pay any fee or other amount when due;
(ii) Licensee’s refusal to provide a written certification or refusal
to permit Nimble to conduct an audit as provided in Section 11;
(iii) Licensee’s permitting use of the Product by a person other than
an authorized User; (iv) Licensee’s using, copying or distributing
the Product other than as expressly authorized by this Agreement; or
(v) Licensee’s or any User’s failure to comply with any other
obligation imposed by this Agreement or any related
agreement.
|
| 7.4. |
Upon
expiration or termination of this Agreement for any reason, all of
Licensee’s rights in and to the Product will terminate. Termination will
not affect Licensee’s obligation to pay all fees due prior to termination,
and termination will not relieve Licensee of any liability for breach
of
this Agreement. Within fifteen (15) days after termination or expiration
of this Agreement, Licensee will certify in writing that all copies
of the
Product and Product documentation in whole or in part in any form have
been destroyed or returned to Nimble. Except as expressly stated herein,
all remedies are cumulative and there is be no obligation to exercise
a
particular remedy. The terms of Sections 1, 3.4, 5, 6, 7, 8, 9, 10
and 12 will survive expiration or termination of this
Agreement.
|
| 7.5. |
Provided
Licensee notifies Nimble, Licensee may terminate this Agreement if
the
Licensed Product fails to perform according to the Specifications and
Nimble does not cure such defect within sixty (60) days after receipt
of
such notice.
|
| 8. |
WARRANTY
DISCLAIMER; LIMITATION OF
LIABILITY
|
| 8.1. |
WHILE
NIMBLE BELIEVES IT HAS USED COMMERCIALLY REASONABLE EFFORTS TO DEVELOP
THE
PRODUCT, NIMBLE DOES NOT GUARANTEE THAT THE PRODUCT WILL BE OR PERFORM
ERROR-FREE OR UNINTERRUPTED. NIMBLE DISCLAIMS ALL WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
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| 8.2. |
Notwithstanding
anything in this Agreement and regardless of the number or basis of
any
claim under which Licensee, any User or other party may be entitled
to
recover damages from Nimble, Nimble’s liability will be limited
to
the lesser of (a) $10,000, or (b) the aggregate fees
paid by Licensee
to
Nimble
in
the most recent twelve (12) months.
The
parties acknowledge that the allocation of liability risk and other
limitations in this Agreement are equitable. Furthermore, in no event
will
either party be liable to the other, any User or any other third party
for
any special, incidental, indirect, punitive, exemplary, or consequential
damages (including, but not limited to, lost profits and injury to
reputation) whatsoever, even if Nimble has been advised of the possibility
of such damages.
|
| 9. |
CONFIDENTIALITY
|
| 9.1. |
“Confidential
Information”
means information belonging to or in the possession of a party
(“Discloser”)
which is of a confidential, proprietary, or trade secret nature that
is
furnished or disclosed to the other party (“Receiver”)
in connection with this Agreement and is marked confidential or
proprietary. Nimble’s Confidential Information includes the Proprietary
Information. Licensee’s Confidential Information includes identities of
Customers and their accounts and
Transactions.
|
| 9.2. |
Except
to carry out the purposes of this Agreement, Receiver will keep secret
and
confidential and will not disclose, provide or otherwise make available
to
any person the Confidential Information. Receiver will use its best
efforts, and will employ reasonable security measures (or, if more,
measures used by Receiver to protect its own like Confidential
Information), to prevent any unauthorized access, use or disclosure
of the
Confidential Information. Receiver acknowledges that Confidential
Information is only being disclosed to Receiver based on a confidential
relationship established under this Agreement. Receiver further
acknowledges that the restrictions of this Agreement are necessary
to
protect the secrecy of the Confidential Information and to protect
against
the occurrence of irreparable injury or harm to
Discloser.
|
| 9.3. |
Notwithstanding
the foregoing, Confidential Information will not include any information
that (i) is already or later comes into the public domain;
(ii) is communicated to Receiver by a third party not subject to any
known confidentiality obligations with respect to the Confidential
Information; (iii) is derived independently by Receiver; or
(iv) is required to be disclosed pursuant to a valid subpoena or
other order of a court or government agency, but in such latter event,
Receiver will cooperate in good faith with discloser to limit the
disclosure of the applicable Confidential
Information.
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| 10. |
AUDIT
|
| 10.1. |
At
any time during the term of this Agreement, but no more than once per
calendar quarter, Nimble may request that Licensee provide to Nimble,
and
certify the authenticity of, such information as Nimble may reasonably
require with respect to Transactions processed using the Product and
revenues received by Nimble with respect to such Transactions. Nimble
will
have the right, upon prior notice to Licensee, to audit Licensee’s records
regarding the foregoing and to inspect all computers on which any portion
of the Product was installed or from which it is accessible, to verify
Licensee and all Users’ compliance with this Agreement. Nimble will pay
for the audit unless it reveals that Licensee has materially
breached
its obligations hereunder
or
Licensee has underpaid any amounts due Nimble
by
more than five percent (5%),
in which case Licensee will be responsible for the cost of the
audit.
|
| 11. |
SOFTWARE
SOURCE CODE ESCROW
|
| 11.1. |
Within
ninety (90) days of the execution of this Agreement by both parties,
the
parties will designate and Escrow Agent and execute an escrow agreement
that is mutually acceptable to the parties and the Escrow Agent, and
that,
in any event, incorporates the substance of the provisions contained
in
Sections 12.2 and 12.3.
|
| 11.2. |
Nimble
agrees that within sixty (60) days after the execution of the escrow
agreement, source codes and programs, statements, and documentation
corresponding to the software portion of the Product will be irrevocably
deposited with the Escrow Agent. The nature and completeness of any
deposited materials will at all times be subject to verification by
Licensee. Nimble
further
agrees to maintain the aforementioned source programs, statements,
and
documentation current by irrevocably depositing with the Escrow Agent
any
modifications, improvements, enhancements, or replacement programs
within
thirty (30) days after they are made available to Licensee.
|
| 11.3. |
In
the event that Nimble
ceases
to carry on business on a regular basis, or fails or is otherwise unable
to maintain the software portion of the Product for any reason whatsoever,
or makes decisions that: (i) prevent Nimble
from
taking its continuing role in supporting such software as described
in
this Agreement, or (ii) cause Nimble
to
discontinue development of such software, the deposited materials will
be
delivered to Licensee by the Escrow Agent. Delivery of the deposited
materials will be made to Licensee based on the mutually agreed upon
terms
of the escrow agreement. Once the deposited materials have been delivered
to Licensee, the parties agree that Licensee will have the non-exclusive
right to use the deposited materials so that Licensee may continue
to use,
maintain, modify and enhance such software and to use the software,
as so
maintained, modified and enhanced to process Transactions in the Field
of
Use for its Customers, subject to the continuing obligation of Licensee
to
pay royalties to Nimble
as provided in this Agreement.
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| 12. |
MISCELLANEOUS
|
| 12.1. |
Each
party acknowledges (i) that its legal remedies (including the payment
of
damages) may not be sufficient in the event of any breach by the other
of
any provisions of this Agreement regarding the ownership, use, copying,
distribution, confidentiality or nondisclosure of the first party’s
Confidential Information, including the Product, and (ii) that it would
suffer continuing and irreparable injury to its business as a direct
result of such breach by the other party. Therefore, in the event of
any
such breach, the other party consents to entry of any injunctive relief
necessary to prevent or cure such breach (including temporary and
preliminary relief, and relief by order of specific performance), without
posting of bond or other security or proof of irreparable
harm.
|
| 12.2. |
All
disputes arising out of this Agreement or its performance shall be
determined exclusively under the laws of the State of New York, without
regard to its conflict-of-law provisions. If there is any legal proceeding
arising out of this Agreement or its performance, the parties consent
to
the exclusive personal jurisdiction of the state and federal courts
located in New York, New York for such
proceedings.
|
| 12.3. |
This
Agreement shall not be assigned without the prior written consent
of
Nimble, which consent will not be unreasonably withheld. There are
no
intended third party beneficiaries of this Agreement (including Clients).
This Agreement may not be amended or changed except in a writing signed
by
authorized representatives of the parties. Notwithstanding the foregoing,
either party may assign this Agreement to a person or entity that acquires
all or substantially all of its business or assets or in connection
with a
corporate reorganization, provided that in the case of an assignment
by
Licensee, (a) at the time of the assignment, Licensee is not in default
of
its obligations under this Agreement, (b) the assignee is not a competitor
of Nimble (other than by reason of the assignee providing products
and
services to its customers in the Field of Use) and (c) the assignee
agrees
in writing to assume all of the obligations of Licensee under this
Agreement.
|
| 12.4. |
If
any provision of this Agreement is held to be invalid, illegal or
unenforceable, such provision shall be modified, or if not possible,
severed, to reflect the fullest valid, legal and enforceable expression
of
the intent of the parties, and the remainder of this Agreement shall
not
be affected thereby.
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| 12.5. |
Any
notice to a party under this Agreement will be in writing and may be
sent
by (a) registered or certified first class mail, postage prepaid, return
receipt requested (b) by nationally recognized courier service, and
(c) by
facsimile, if confirmed by one of the other methods. Notices may also
be
made by personal delivery. Notices will be deemed delivered upon receipt.
Addresses for notices will be those in the preamble of this Agreement.
Notices to Nimble should be sent to the attention of it President;
notices
to Licensee should be sent to the attention of its President. Addresses
and contact individuals may be changed by notice given in accordance
with
the provisions of this Section 12.5
|
| 12.6. |
Except
as provided in the next sentence, this Agreement (including the Exhibits
hereto) are the entire agreement between the parties with respect to
the
subject matter therein and supersede all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral
or
written, of the parties with respect to such subject matter. Except
as
provided in this Agreement with respect to the Specifications, this
Agreement may only be amended in a written agreement executed by both
parties. The provisions of this Agreement may only be waived in writing,
and a waiver in any one instance shall not be considered to be a waiver
in
any other instance.
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[Remainder
of Page Intentionally Left Blank. Signature Page Follows]
In
witness whereof, the authorized representatives of the parties have signed
this
Software License and Services Agreement as of the Effective Date.
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Nimble
Group, Inc.
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By:
/s/ Xxxxxx
Xxxxxx
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Print
Name: Xxxxxx Xxxxxx
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Title:
President and Chief Executive Officer
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Pure
Vanilla Exchange, Inc.
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By:
/s/ Xxxxxxx
Xxxxxxxxxx
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Print
Name: Xxxxxxx Xxxxxxxxxx
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Title:
Director
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