EXHIBIT 10.29
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MASTER SERVICES AGREEMENT
This Master Services Agreement (the "Agreement") is entered into as of
_____________, ______ ("the Effective Date") between SignupServer, Inc.
("SignupServer Inc.-a GJT company-"), and NetVoice identified below
("Client"). For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agrees as follows:
1. PURPOSE OF AGREEMENT. Network Operation Services will be performed by
SSI for Net Voice Technologies. SSI has a custom label ISP program and
proprietary software for controlling multiple ISP's. SSI will provide
services for Client, so that Client will be able to market Virtual ISP
services under their name through SSI. SSI will setup and run services for
custom labeled ISP's that NetVoice allows on the network.
2. SERVICE INTERRUPTIONS. SSI shall not be liable for failure or delay
in performing its obligations hereunder if such failure or delay is due to
circumstances beyond its reasonable control, including, without limitation,
acts of any government body, war, insurrection, sabotage, embargo, fire,
flood, strike or other labor disturbance, interruption or delay in
transportation, unavailability of interruption or delay in
telecommunications or third party services, failure of third party software
or inability to obtain raw materials, supplies, or power used in or
equipment needed for provision of the Services. SSI will not be liable for
any damages for loss of service including complications occurring for the
faltering and method.
3. USER CONTENT AND CONDUCT. Client is solely responsible for the
content and any posting, data or transmissions using the Services (the
"Content"), or any other use of the Services by client or by any person or
entity Client permits to access the Services (a "Ser"). Client represents
and warrants that neither it nor any User will use the services for
unlawful purposes (including, without limitation, infringement of copyright
or trademark, misappropriation of trade secrets, wire fraud, invasion of
privacy, pornography, obscenity, defamation, and illegal use,
transportation or sale of tobacco, controlled substance and firearms), or
to interfere with, or disrupt, other, network users, network services or
network equipment. Disruptions include, without limitation, distribution
of unsolicited advertising or chain letters, repeated harassment of other
network users, wrongly impersonating another user, falsifying one's network
identity for improper or illegal purposes, sending unsolicited mass
e-mailings, propagation of computer viruses, and using the network to make
unauthorized entry to any other machine accessible location via the
network. SSI may suspend or terminate Services immediately, without prior
notice to Client. If SSI believes, in good faith, that Client or a User is
utilizing the services for any such illegal or disruptive purpose (SPAM
policy is the policy that is given to us by the network. Each ISP needs to
adhere to each of these network policies). Client shall defend, indemnify,
and hold harmless SSI from and against all liabilities, judgments, claims,
damages, settlements, expenses and costs (including reasonable attorneys'
fees and litigation expenses) arising out of or relating to any and all
claims by any person relating to use of the Services, including, but not
limited to, use of Services without consent of the Client.
4. PRICING AND PAYMENT TERMS.
4.1 Filtering Center Pricing, Minimum Payments:
There will be no setup fee required for the filtering center. Pricing
determined by minimum customer commitments. Pricing per user and minimum
customer monthly commitments are as follows, with a three-month ramp-up:
User Pricing:
Under 25k .59 per user
25k to 50k .55 per user
50k to 200k .47 per user
100k to 200k .35 per user
200k and up .29 per user
MINIMUM MONTHLY PRICING:
3500 customer minimum month one
7000 customer minimum month two
1000 customer minimum month three
13000 customer minimum month four
NOC Finances:
We will require a setup fee of $35,000 to outfit and configure a NOC, and
a base operations fee of $15,000 a month for services. This base fee will
be cut to $7,500 when customers levels reach 50k and will be completely
removed when a 100k customer base level is reached. We will require a
setup fee for no less than $1,000 for every ISP that we set up with
automation. A "per head" fee will also be assessed that includes
automation, email, personal web space, authentication for users, and
database management. The "per head" fee are as follows:
Under 50,000 .53 per user
50,000-100,000 .46 per user
100,001-500,000 .31 per user
500,001-1,000,000 .23 per user
1,000,001-2,000,000 .16 per user
2,000,001 and up .12 per user
4.2 PAYMENT TERMS. The full amount of the setup fee will be required to
start any services by SSI. Thirty days after the NOC is up, base payment
will be due. Every month after, the base plus the "per head" fee will be
due. The recurring billing date shall be the day that the NOC is in place,
and that will establish the day of the month for reoccurring bills. For
accounts that are paid by credit cards, Client authorizes SSI to charge
recurring billing on the recurring billing date, until Client gives written
notice otherwise to SSI or until the expiration or termination of a Service
Order. Accounts that pay by check (limited to U.S. bank checks) will be
faxed and mailed an invoice on the recurring billing date any payment is
due immediately. SSI reserves the right to charge Client any sales, use,
excise, and a valorem, gross receipts, or any other tax or fees now
imposed, directly or indirectly, by any government authority or agency with
respect to the Services.
4.3 PRICING DISPUTES. Client must notify SSI in writing of any disputed
charge within 30 days of the date of the billing for such charges. If Client
does not notify SSI within that time period, Client has waived any right to
dispute such amounts, either directly or as a set-off, recoupment for
defense in any action or efforts to collect amounts due to SSI.
4.4 COLLECTIONS. All accounts more than 30 days past due will be charged
interest from the due date of the lessor of (i) 1.5% per month on the past
due amount: or (ii) the highest legal rate of interest. SSI may suspend,
interrupt, or terminate Services on any account that is past due by more
than thirty (30) calendar days, by disabling services. All accounts that
have not been paid in full may be sent by SSI to a collection agency. The
Client is responsible for paying all costs of collections, including, but
not limited to reasonable attorneys' fees and where lawful, collection
agency fees. All accounting issues should be addressed to SSI at
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5. SUPPORT.
5.1 SSI shall provide Client with support services as follows; helping
ISP's with setup, and availability for questions regarding the services
they are performing. We will be doing limited support to the ISP owner
that needs help on the services that SSI supplies.
5.2 EXCLUSIONS. SSI will not be responsible for customers of Client, if
they have misused the service and if they have caused a malfunction in
SSI's service due to an error on their part. SSI may choose to help such
customers for a programming fee to be determined case by case.
5.3 CLIENT'S DUTIES. Client shall document and promptly report all errors
or malfunctions of service.
6. TERM AND TERMINATION.
6.1 TERM. The term of this Agreement shall commence on the Effective Date
and continue until terminated in accordance with this Agreement. The term
of a Service Order shall be a one year term agreement. The term of a
Service Order shall automatically renew unless either party provides the
other with written notice of termination one month prior to the renewal
date reflected in the Service Order.
6.2 TERMINATION UPON DEFAULT. As referred to in Section 6.1, SSI may
terminate this Agreement and any or all Service Orders, within its sole
discretion, if Client fails to pay (and SSI has not actually received) any
amounts due within fifteen (15) days after the due date. For other
breaches of this Agreement, either party may terminate this Agreement, and
Service, as applicable, if the breaching party fails to correct the default
within forty-five (45) days after written notice.
6.3 EFFECTS OF TERMINATION. Not withstanding termination of this
Agreement and Service Orders, SSI shall be entitled to payment in full of
all amounts that may be due to it from Client. In addition, all other
rights and obligations of the parties shall cease upon termination of this
Agreement.
7. CONFIDENTIAL INFORMATION. Confidential Information shall mean all
information identified by a party ("Disclosing Party") to the other party
("Receiving Party"), which if in writing labeled as confidential or if
disclosed orally, is reduced to writing within fifteen (15) days, and
labeled as confidential. Confidential Information shall remain the sole
property of
the Disclosing Party. Except for the specific rights granted by this
Agreement, the receiving party shall not use any Confidential Information
to any third party without the written consent of Disclosing Party (except
to consultants who are bound by a written agreement with receiving Party to
maintain confidentiality). Confidential Information shall exclude
information (i) available to the public other than a breach of this
Agreement; (ii) rightfully received from a third party not in breach of an
obligation of confidentiality; (iii) independently developed by Receiving
Party without access to Confidential Information; (iv) known to receiving
Party at the time of disclosure; or (v) produced in compliance with a court
order. Receiving Party shall give reasonable notice to Disclosing Party
that Confidential Information is being sought by a third person, so as to
afford an opportunity to limit or prevent such disclosure Confidential
Information to Disclosing Party upon request.
8. LIMITATION OF LIABILITY. SSI's liability (including, for purpose of
this agreement of this paragraph only, any of it's employees, agents, or
representatives), to Client (either directly or as a third party defendant
in any action or proceeding) for any claim arising out of or relating to
this Agreement or Service Orders or the provision of any Services under
Service Orders (including, without limitation maintenance and support)
shall be limited to the amount of fees paid by Client to SSI under this
Agreement within one year proceeding that date Client contends its claim
arose. In no event shall SSI be liable for any loss of data, loss of
profits, cost of cover, or any other specials, incidental, consequential,
indirect or punitive damages, however caused and regardless of theory of
liability. This limitation will apply even if SSI has been advised of, or
is aware of, the possibility of such damages.
9. MISCELLANEOUS.
9.1 INDEPENDENT CONTRACTOR. The relationship of SSI and Client under this
Agreement is that of the independent contractors not partners, joint
ventures, or co-owners as participants. Neither party has authority to
contract for or bind the other.
9.1 NOTICES. Any notice hereunder shall be in writing and shall be given
by registered, certified or express mail, or reliable overnight courier
(such as FedEx) addressed to the addresses in this Agreement, or by
facsimile, Notice shall be deemed to be given upon the earlier of actual
receipt or three (3) days after it has been sent, properly addressed and
with postage prepaid. Either party may change its address for notice by
means of notice to the other party given in accordance with this Section.
9.3 GOVERNING LAW AND FORUM. This Agreement shall be governed and
interpreted according to the internal laws of the Commonwealth of Oregon,
excluding choice of law provisions. For all disputes arising out of
related to this Agreement or Service Orders, the parties irrevocable
consent to the exclusive jurisdiction of the Circuit Court of Multnomah
County and the United States District Court for Portland, Oregon. ALL SUCH
ACTIONS WILL BE TRIED BY THE COURT SITTING WITHOUT A JURY AND THE PARTIES
IRREVOCABLY WAIVE THEIR RIGHTS TO TRIAL BY JURY. Clients addresses for the
purposes of service of process shall be the address designated for notices
in this Agreement. In connection with all actions which SSI is awarded
amounts due from Client, SSI shall be awarded (either in that action or by
way of separate action) its costs and expenses of litigation (including
reasonable attorneys' fees), through trial and appeal.
9.4 ADVERTISING. SSI may include Client's name and contact information in
directories of SSI service subscribers for the purpose of promoting the use
of the services by Client's generally. SSI will not use Client's name or
other identifying information in any other advertising or promotion
materials, without prior written consent of Client, which may not be
unreasonably withheld.
9.5 INDEMNIFICATION. Client shall defend, indemnify, and hold harmless
SSI from and against all liabilities, judgments, claims damages,
settlements, expenses and cost (including reasonable attorneys' fees and
litigation expenses) arising out of or relating to any breach of this
agreement or Service by Client. Client and SSI will promptly notify each
other upon receipt of any 3rd party claim or legal action arising out of
relating to this Agreement or Service Orders.
9.6 ENTIRE AGREEMENT AND WAIVER. This Agreement and the Service,
constitute the entire agreement between SSI and Client with respect to the
subject matter hereof. All prior agreements, representations, and
statements with respect to such subject matter are superseded. Any failure
of either party to exercise or enforce its rights under this Agreement or
Service Orders shall not act as a waiver of subsequent breaches.
9.7 SEVERABILITY. In the event any provision of this agreement is to be
determined to be unenforceable in full, that provision will be enforced to
the maximum extent permissible under applicable law, and the other
provisions of this Agreement will remain in full force and effect.
9.8 NON-SOLICITATION. During the term of this Agreement and for a period
of one (1) year thereafter, Client shall not thereby substantially alter
technical parameters of the Services.
10. MODIFICATIONS. This Agreement may be modified only by further
writing, executed by both parties. This Agreement contains no special
provisions, except those written below (if none, write "NONE"):
___________________________________________________________________________
___________________________________________________________________________
11. NOTICES. All notices hereunder shall be given at the following addresses:
SIGNUPSERVER INC. ______________________________
Company Name
By:__________________________ By:___________________________
Title:_______________________ Title:________________________
Date:________________________ Date:_________________________
NETVOICE AUTHORIZATION AGREEMENT
NetVoice Technologies, Inc. ("NetVoice") its affiliates, associates and
subsidiary corporation, herewith authorize Sign Up Server ("SSI") as an
independent contractor for identifying and prospecting to ________________
for the purpose of providing Internet, VoIP, unified messaging, or CLEC
services to ________________ "Transaction").
Fees for Internet services acquired via SSI to _____________ will be as
follows:
A contingent fee will be payable to SSI upon the closing of a Transaction
with _______________. Such contingent fee will be based on a per
subscriber sign up fee for service provided by NetVoice paid for by
__________________ in connection with the Transaction.
The total amount of the contingent fee shall be calculated from the
following schedule on the total Consideration:
Number of Total Subscribers X $.35 = Contingent Fee Per Month
The contingent fee set forth above will be due and paid at the time of
payment from ______________________.
Fees for other services (VoIP, Unified Messaging, CLEC) will be decided
upon delivery of prospect opportunity from SSI
This Agreement may be terminated by either party upon 30 days prior written
notice provided, however, that _________________ contingent fee obligation
shall survive this Agreement insofar as any pending Transaction with a
Prospect is concerned for a period of 12 months from the date of
termination hereunder. Contingent fee will continue for any signed
agreement for service with ________________ for the duration of service
agreement between NetVoice and ____________________.
AGREED TO AND ACCEPTED THIS _________ DAY OF __________________.
______________________________Name
NetVoice Technologies, Inc.
______________________________Signature
______________________________Name
Sign Up Server
______________________________Signature