Exhibit 10.7
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
SOFTWARE
LICENSE
AGREEMENT
CostGuard(r)
The Software License Agreement ("LICENSE"), made and entered into this
18th day of March, 2002, by and between INFO DIRECTIONS, INC., (INFO
DIRECTIONS) a New York Corporation with a principal place of business at
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and Universal Broadband
Communications, Inc. (the "CUSTOMER") a corporation with a principal
place of business at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇:
-------------------------------------------------------------------------
NOTIFICATION ADDRESS: NOTIFICATION ADDRESS:
-------------------------------------------------------------------------
UNIVERSAL BROADBAND INFO DIRECTIONS, INC.
COMMUNICATIONS, INC.
ATTENTION: ▇▇▇▇ ▇▇▇▇▇ ATTENTION: ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Vice President, Marketing and Sales
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CUSTOMER NUMBER: CG-501-0202 LICENSE NUMBER: B1
-------------------------------------------------------------------------
1
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
ENGAGEMENT SUMMARY
-------------------------------------------------------------------------
WHEREAS, INFO DIRECTIONS is the developer and owner of computer programs
known as CostGuard(r) (the "Software") and associated billing systems
software and modules (the "Software Options") used for telecommunications
rating, customer care, billing and database management; and
WHEREAS, CostGuard is a turnkey WINDOWS based billing system designed to
be installed on-site at Customer's location; and
WHEREAS, CUSTOMER desires to obtain from INFO DIRECTIONS and INFO
DIRECTIONS desires to provide CUSTOMER a software license for use of
Software, certain of the Software Options and enhancements to the
Software and Software Options, if any, all on the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the foregoing recitals, of the mutual
promises, agreements and covenants contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by both parties, INFO DIRECTIONS and CUSTOMER hereby
agree as follows:
DEFINITIONS
"Software" shall be defined as the proprietary CostGuard software
conforming to the published CostGuard Product Specifications.
"Software Options" shall be defined as the functionality of the Software
as described in Exhibit C.
"Hardware" shall be defined as the physical computer components, which
includes but is not limited to cables, connectors, power supply units,
and peripheral devices such as the keyboard, mouse, audio speakers, and
printers.
"INFO DIRECTIONS Support Center" shall be defined as Info Directions
Customer Support.
"UDR" shall be defined as a Usage Detail Record and is equal to a Call
Detail Record.
"Professional Services" shall be defined as optionally requested services
offered by INFO DIRECTIONS for CUSTOMER, which may include but will not
be limited to operational and implementation assistance, efficiency
audits, enhanced training, and advanced technical work.
"Quarterly Tax Package" shall be defined as the Tax Management module
provided with Software
"Adaptive Engineering" shall be defined as developing additional
functionality not included in Software requested by CUSTOMER.
"Subscriber" shall be defined as customers contained within the INFO
DIRECTIONS system without a current 'disconnect date'.
"CSR" shall be defined as a Customer Service Representative.
"End-User" shall be defined as the trained operators of the Software at
the CUSTOMER site.
"NPA/NXX" tables shall be defined as the terminating points master
electronic file available through Telecordia Technologies.
"Thick-client" shall be defined as per-seat LAN access to CostGuard
server database.
"Upgrade Threshold Fee" shall be defined as the fees due to INFO
DIRECTIONS when moving from volume thresholds detailed section 2.3 and
Exhibit B respectively.
2
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
PART 1
SOFTWARE LICENSE
-------------------------------------------------------------------------
1.0 SOFTWARE LICENSE AUTHORIZATION
Subject to payment of all consideration and fees due under this License
and all other terms and conditions herein, INFO DIRECTIONS hereby grants
CUSTOMER a nonexclusive, nontransferable, personal license to use the
Software described in Exhibit A, Exhibit B and the Software Options
described in Exhibit C attached hereto, each in object code form only.
The license granted herein shall authorize:
a) Installation of the Software (and any Software Options) on one
server, and computer workstations owned, leased or otherwise
controlled by CUSTOMER at a single site location identified in
Exhibit A, provided the CUSTOMER's computer system meets the
Minimum Approved for Use requirements set forth on Exhibit A.
CUSTOMER may not move or install the Software or any Software
Options to any location other than specified in Exhibit A
without the prior written consent of INFO DIRECTIONS, which
consent will not be unreasonably withheld. CUSTOMER may not
attach additional "thick-clients" or workstations operating the
software without payment of the "Per Thick-Client Fee" detailed
in Exhibit B. All software module licensing on these
thick-clients must be approved by INFO DIRECTIONS to safeguard
data integrity.
b. A maximum total number of UDRs to be processed through the
Software in any one calendar month identified in Exhibit B.
Notwithstanding the number of UDRs processed, CUSTOMER may
maintain up to the Subscriber threshold identified in Exhibit B
in the Software. CUSTOMER is required to upgrade, and pay all
required fees to move to the next threshold when, in any one
calendar month, either the UDRs processed or Subscriber total
numbers meets the threshold amounts described in Exhibit B.
c) Use of the Software (and any Software Options) solely by
CUSTOMER's employees solely in connection with CUSTOMER's
business (and not for operation of a competitive service bureau
or third party billing system).
d) Creation of one (1) copy of Software and any Software Options
for testing and/or backup purposes, but for no other purposes.
e) INFO DIRECTIONS to periodically monitor CUSTOMER's Software
either remotely or on-site so as to confirm CUSTOMER'S
compliance with the Software License Agreement.
CONFIDENTIAL 3
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
PART 2
TERM
-------------------------------------------------------------------------
2.0 COMMENCEMENT OF TERM:
The term of this License shall commence upon:
a) Execution of this License by INFO DIRECTIONS and CUSTOMER; and
b) Payment by CUSTOMER to INFO DIRECTIONS of all applicable fees
set forth in Exhibit B, C and D. This will include any amended
exhibits should extended payment plans be arranged.
2.1 EXPIRATION OF TERM:
Unless terminated sooner pursuant to the provisions hereof, the term of
this License shall expire one (1) year following the commencement date
set forth above.
2.2 RENEWAL OF TERM:
Provided CUSTOMER is not then in default with respect to performance of
any of the terms, conditions, covenants or obligations of CUSTOMER
hereunder, the term of this License shall automatically be renewed for
successive periods of one (1) year each provided CUSTOMER secures and
pays the cost of an Ambassador Class Annual Support or Presidential Class
Annual Support Agreement covering each further renewal period.
In the event CUSTOMER fails or refuses to secure and pay the cost of an
Ambassador Class Annual Support or Presidential Class Annual Support
Agreement covering a further renewal period, this License and the rights
granted hereunder shall be deemed to expire at the end of the
then-current term or renewal term, whereupon CUSTOMER shall remove and
return all software and other related information as provided herein, and
shall certify to INFO DIRECTIONS in writing that all such materials have
been removed and returned.
2.3 THRESHOLD UPGRADE FEES:
To maintain the license entitlements under this agreement, CUSTOMER is
required to follow the consumption based model for volume thresholds as
described in Exhibit B. The Software will provide CUSTOMER ample warning
for threshold achievement, and INFO DIRECTIONS will be invoicing CUSTOMER
to the terms of these schedules as volumes on the software increases.
CUSTOMER will be required to pay the Threshold Upgrade Fee under net 30
terms at time of invoicing, unless other arrangements have been made to
roll-up said fees into financing.
2.4 DISCONTINUANCE OF SOFTWARE SUPPORT:
CUSTOMER understands that INFO DIRECTIONS may cease supporting any
release of the Software that has aged beyond two (2) releases of the most
current version of the Software.
CONFIDENTIAL 4
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
PART 3
FEES AND PAYMENT TERMS
-------------------------------------------------------------------------
3.0 SOFTWARE LICENSE FEE:
Upon execution of this License, CUSTOMER shall pay to INFO
DIRECTIONS, in full, the software license fees set forth in Exhibit E,
including but not limited to either the Ambassador Class Support or
Presidential Class Annual Support Agreement.
3.1 START-UP COSTS:
CUSTOMER shall pay INFO DIRECTIONS for all Start Up Costs described in
Exhibit D, plus travel and expenses. Start-Up Costs shall be payable
within thirty-(30) days following the date of an invoice submitted by
INFO DIRECTIONS to CUSTOMER.
3.2 FEE INVOICES:
Invoices for other services or products furnished by INFO DIRECTIONS to
CUSTOMER will be rendered monthly. Disputed invoices must be issued in
writing. All items of the invoice, not in dispute, should be paid in
full under normal terms.
3.3 LATE PAYMENT:
A service fee equal to one and one-half percent (1.50%) per month
shall be due with respect to any payments not received by INFO DIRECTIONS
within thirty-(30) days from the date of an invoice.
3.4 SERVICES BY INFO DIRECTIONS:
INFO DIRECTIONS SHALL HAVE NO OBLIGATION TO PERFORM SERVICES HEREIN
IF AT ANY TIME, THE CUSTOMER IS IN DEFAULT OF ANY PART OR PROVISION OF
THIS LICENSE.
3.5 REFUNDS:
All Fees paid shall be non-refundable.
3.6 DISPUTED INVOICES:
Disputed invoices must be issued in writing. All items of the invoice,
not in dispute, should be paid in full under normal terms.
PART 4
INSTALLATION AND TRAINING
-------------------------------------------------------------------------
4.0 INSTALLATION
CONFIDENTIAL 5
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
INFO DIRECTIONS will install or cause to be installed on the CUSTOMER's
computer system the Software and any Software Options described in
Exhibit B and Exhibit C. CUSTOMER will be responsible for providing and
maintaining hardware and software in compliance with the Minimum Approval
for Use specifications set forth in Exhibit A.
4.1 ADAPTIVE ENGINEERING
When requested by CUSTOMER, INFO DIRECTIONS agrees to provide reasonable
enhancements to the Software and Software Options pursuant to the terms
of INFO DIRECTIONS' standard written Custom Software Development
Agreement, as said agreement may be modified by the parties. CUSTOMER
agrees to provide INFO DIRECTIONS with any and all information requested
by INFO DIRECTIONS including but not limited to call record formats, tape
formats, and any other necessary data or sample records to facilitate the
enhancement. CUSTOMER shall pay INFO DIRECTIONS for Adaptive
Engineering, computed at an hourly rate as described in Exhibit D,
attached hereto, based on actual hours worked by INFO DIRECTIONS
personnel, plus travel, meals, and other expenses. Fees for Adaptive
Engineering shall be payable within thirty (30) days following the date
of an invoice submitted by INFO DIRECTIONS to CUSTOMER. CUSTOMER must be
not more than one release behind the current release of software to
request Adaptive Engineering. Enhancements requiring more than an
estimated 80 hours of engineering work will require a detailed functional
specification and an advance payment equal to 50% of the estimate.
4.2 TRAINING
INFO DIRECTIONS shall provide all necessary instruction and training (the
"Training") at the rates listed in Exhibit D to enable CUSTOMER to
install, maintain and utilize the output of the Software and Software
Options, if any. CUSTOMER agrees that all operations and administration
of the Software and Software Options shall be performed by personnel: (a)
qualified with Microsoft SQL and/or NT; and (b) trained in the
installation, operation and maintenance of the Software and Software
Options by INFO DIRECTIONS or by CUSTOMER personnel who have completed
INFO DIRECTIONS "train-the-trainer" instruction. Fees for Training shall
be payable within thirty-(30) days following the date of an invoice
submitted by INFO DIRECTIONS to CUSTOMER. CUSTOMERs operating the
Software with non-trained personnel are in violation of the license, and
may be denied support.
PART 5
DUTIES AND COVENANTS OF CUSTOMER:
PROPRIETARY RIGHTS IN THE SOFTWARE
-------------------------------------------------------------------------
5.0 EQUIPMENT AND SUPPLIES
At all times during the term of this License, and during any renewal
thereof, CUSTOMER shall operate and maintain equipment and supplies
(including hardware and software) necessary and appropriate to support
the Software and any Software Options and to accommodate the volume of
CUSTOMER's call records.
5.1 PROPRIETARY RIGHTS AND CONFIDENTIALITY
CUSTOMER acknowledges that all aspects of the Software, the Software
Options, and any enhancements, modifications or updates thereto,
including without limitation, all copyrights,
CONFIDENTIAL 6
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
trademarks, software programs, manuals (training, operations, or
otherwise), architectural/database design, documentation, related
material, methods of processing and any derivative works thereof, and all
information contained therein and related thereto, are the valuable,
confidential and trade secret information of INFO DIRECTIONS, and are
protected by civil and criminal law and the law of copyright. CUSTOMER
agrees to treat all such software, documentation, related materials,
derivative works and related information as confidential and not in any
way permit disclosure to any person, firm, corporation, association, or
other entity except to INFO DIRECTIONS and employees of CUSTOMER who are
authorized to use and have a need to use the same in the performance of
their employment and who have agreed in writing to be bound by the terms
of this License. CUSTOMER's obligations of confidentiality and
nondisclosure shall survive any cancellation or termination of this
License. In the event of a breach or threatened breach of the provisions
of this paragraph, by CUSTOMER or any third party deriving access to such
information from, through or under CUSTOMER, INFO DIRECTIONS shall be
entitled to an injunction restraining CUSTOMER or such third party from
disclosing, in whole or in part, such confidential information. Nothing
herein shall be construed as prohibiting INFO DIRECTIONS from pursuing
any other remedies available to it for such breach or threatened breach,
including recovery of damages from the CUSTOMER or such third party.
5.2 INFO DIRECTIONS PROPERTY
All aspects of the Software, the Software Options and any enhancements,
modifications and updates thereto, including without limitation, all
copyrights, architectural/database design, trademarks, the software
programs, manuals, materials, methods of processing, system documentation
and any derivative works thereof, and all information contained therein
and related thereto, are, and shall remain, the sole and exclusive
property of INFO DIRECTIONS. Operating manuals, training aids, and any
other materials provided by INFO DIRECTIONS to the Customer shall not be
copied in any manner or in any medium without the prior consent of INFO
DIRECTIONS. Upon expiration or termination of this License by reason of
a breach by CUSTOMER or CUSTOMER's election not to renew the term of this
License by purchasing an Ambassador Class Support or Presidential Class
Annual Support Agreement, CUSTOMER shall remove the Software, any
Software Options and any enhancements, modifications and updates thereto
from the CUSTOMER's computer(s) and return the Software, manuals
materials, documentation, training aids, and any other materials
previously provided to CUSTOMER by INFO DIRECTIONS and any copies made by
the CUSTOMER thereof.
5.3 TITLE OF ENHANCEMENTS
INFO DIRECTIONS shall have title to enhancements to the Software or
Software Options prepared by INFO DIRECTIONS and furnished to the
CUSTOMER, whether or not such enhancements are partially or fully paid
for by CUSTOMER.
5.4 NO LIENS OR ENCUMBRANCES
The CUSTOMER shall keep the Software and any Software Options free
and clear of all claims, liens, or encumbrances except those of INFO
DIRECTIONS, and any act of the CUSTOMER, voluntarily or involuntary,
purporting to create a claim, lien or encumbrance on the Software or any
Software Options shall be void.
5.5 SECURITY
The Software and any Software Options, including operating manuals
and documentation or materials provided by INFO DIRECTIONS, in any form,
shall be kept in a secure place, under
CONFIDENTIAL 7
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
access restrictions satisfactory to INFO DIRECTIONS and not less strict
than those applied to the CUSTOMER's most valuable and sensitive
information.
5.6 DUPLICATION OF THE SOFTWARE
Except as permitted in 1.0c, the CUSTOMER shall not copy, duplicate,
reverse engineer, reverse compile, disassemble record or otherwise
reproduce the Software and shall employ its reasonable efforts to prevent
unauthorized copying or duplication of the Software, any Software Options
or any materials (written or otherwise) related hereto.
5.7 ACCURACY
The CUSTOMER shall bear the entire responsibility for the completeness,
accuracy, and timeliness of all information furnished to the software.
5.8 INJUNCTIVE RELIEF
The CUSTOMER acknowledges and agrees that INFO DIRECTIONS would suffer
irreparable harm as a result of any breach of covenants contained in this
License and agrees that in the event of any actual or threatened breach
of any such covenant, in addition to any other right or remedy INFO
DIRECTIONS may have, INFO DIRECTIONS shall be entitled to injunctive or
other equitable relief obtained from a court with appropriate equity
jurisdiction.
PART 6
LIABILITY; DISCLAIMER OR WARRANTY
-------------------------------------------------------------------------
6.0 LIMITATION OF LIABILITY
CUSTOMER acknowledges and agrees that:
a) By execution of this License, CUSTOMER agrees to accept the
Software, any Software Options and any related software or
similar products supplied hereunder in their present, as is,
condition.
b) INFO DIRECTIONS shall not be liable to CUSTOMER or any third
party by reason of any claim, damage, suit or charge arising
from or connected with: a) circumstances or conditions beyond
INFO DIRECTIONS' control; b) problems due to failure of
End-User to conform to INFO DIRECTIONS predefined site
specifications; c) relocation of equipment or service
associated with relocation; d) service associated with any
unauthorized modifications, attachments or service; e) misuse;
f) abuse; g) failure to follow INFO DIRECTIONS System
documentation or other operating instructions; h) failure to
use approved-for-use third party supplied items as previously
defined by INFO DIRECTIONS; or I) acts of God (lightning,
fires, flood, etc.)
c) INFO DIRECTIONS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY
COMPENSATORY, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES
RESULTING FROM THE LEASE, USE OR IMPROPER FUNCTIONING OF
EQUIPMENT, AND SOFTWARE REGARDLESS OF THE CAUSE. Such damages
for which INFO DIRECTIONS will not be responsible
CONFIDENTIAL 8
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
include, but are not limited to, loss of revenue or profit,
loss of business, loss of data, any other financial loss,
downtime costs, loss of use of the equipment, cost of any
substitute equipment, facilities or services or claims or third
parties for such damages.
d) THE LIMITATION OF LIABILITY WILL NOT APPLY TO CLAIMS FOR INJURY
TO PERSONS OR MATERIAL DAMAGE TO PHYSICAL PROPERTY CAUSED BY
THE SOLE NEGLIGENCE OF INFO DIRECTIONS OR BY PERSONS UNDER ITS
DIRECTION OR CONTROL.
6.1 INFRINGEMENT
a) In the event any of the Software or Software Options provided
hereunder infringes any existing patent or copyright in the
United State, INFO DIRECTIONS agrees to defend or settle any
suit or proceeding, and pay to CUSTOMER any damages actually
incurred which are awarded by a court of final jurisdiction,
provided INFO DIRECTIONS is given prompt notice of all facts
and circumstances necessary or desirable for a proper defense
of same, and further provided that CUSTOMER cooperates fully
with INFO DIRECTIONS in the defense of such claim. INFO
DIRECTIONS shall not be responsible for any settlement made
without INFO DIRECTIONS' written consent.
b) In the event any of the Software or Software Options provided
hereunder is, in INFO DIRECTIONS' opinion, likely to do or does
become the subject of a claim of infringement or a copyright or
patent, INFO DIRECTIONS may at its option and expense procure
for CUSTOMER the right to continue using said Software or
Software Options, as the case may be, or may at its option
modify such Software or Software Options to make it
non-infringing. If, in INFO DIRECTIONS' opinion, neither of
the foregoing alternatives is reasonably available to INFO
DIRECTIONS, then INFO DIRECTIONS may terminate this License,
provided however, that if at the time of such termination the
Software or Software Options is not the subject of a claim of
copyright infringement, CUSTOMER may notify INFO DIRECTIONS in
writing at the time of INFO DIRECTIONS' termination that
CUSTOMER elects to continue using the Software or Software
Options pending any legal action until such time as an
injunction or other order has been issued by a court of
competent jurisdiction terminating permitted use; it being
understood that INFO DIRECTIONS may participate at its expense
in the defense of any such action if such claim is against INFO
DIRECTIONS.
c) The foregoing states the full liability of INFO DIRECTIONS
arising out of any claimed or actual infringement.
INFO DIRECTIONS EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED,
ORAL OR WRITTEN, BY OPERATION OF LAW OR OTHERWISE), WITH
RESPECT TO THE SOFTWARE, SOFTWARE OPTIONS AND ALL OTHER
PRODUCTS OR SERVICES FURNISHED HEREUNDER OR IN CONNECTION
HEREWITH INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS
OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS OR
SUITABILITY FOR ANY PURPOSE
CONFIDENTIAL 9
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
(WHETHER OR NOT INFO DIRECTIONS KNOWS, HAS REASON TO KNOW, HAS
BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH
PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM
OR USAGE IN THE TRADE, OR BY COURSE OF DEALING.
6.2 USE OF QUARTERLY TAX PACKAGE
Without limiting the generality of the foregoing, CUSTOMER acknowledges
and agrees that utilization of INFO DIRECTIONS' Quarterly Tax Package is
provided to CUSTOMER at the CUSTOMER's option. INFO DIRECTIONS is not
responsible for any consequential liability resulting from the use of
these database tables, and makes no guarantees with regards to their
application.
PART 7
EVENTS OF DEFAULT AND REMEDIES
-------------------------------------------------------------------------
7.0 EVENTS OF DEFAULT
Each of the following shall constitute an Event of Default under
this License:
(a) NON-PAYMENT: The CUSTOMER fails to pay any amount due
hereunder within thirty (30) days after receipt of an invoice
for said amount.
(b) PERFORMANCE: The CUSTOMER fails to perform or observe
any obligation, covenant, term, condition or provision of this
License, and such breach is not remedied or cured by CUSTOMER
within thirty (30) days after receipt of written notice
thereof.
(c) INSOLVENCY: The CUSTOMER becomes insolvent or generally
fails to pay, or admits in writing its inability to pay, its
debts as they mature; or applies for, consent to, or acquiesces
in the appointment of a trustee, receiver or other custodian
for the CUSTOMER or any property thereof; or, in the absence of
such application, consent or acquiescence, if a trustee,
receiver or other custodian is appointed for the CUSTOMER, or
for a substantial part of the property of the CUSTOMER and is
not discharged within thirty (30) days, or any bankruptcy,
reorganization, debt arrangement, or other proceeding under any
bankruptcy or insolvency law; or if any dissolution or
liquidation proceeding is instituted by or against the CUSTOMER
and, if instituted against the CUSTOMER, is consented to or
acquiesced in by the CUSTOMER or remains undismissed for thirty
(30) days; or if any warrant of attachment is issued against
any substantial portion of the property of the CUSTOMER which
is not released within thirty (30) days of service.
7.1 INFO DIRECTIONS' REMEDIES
At any time after the occurrence of an Event of Default, INFO DIRECTIONS
may, at INFO DIRECTIONS' option, terminate this License by written notice
to CUSTOMER, whereupon this License shall terminate on the date specified
in INFO DIRECTIONS' Notice of Termination as if said date were the date
specified herein for expiration of the term of this License. On and
after the effective date of such termination, INFO DIRECTIONS shall have
no further obligation to
CONFIDENTIAL 10
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
render technical support or service hereunder, and CUSTOMER shall remove
the Software and any Software Options from the CUSTOMER's computer(s) and
return the Software, manuals materials, documentation, training aids, and
any other materials previously provided to CUSTOMER by INFO DIRECTIONS
and any copies made by the CUSTOMER thereof. CUSTOMER agrees to certify
to INFO DIRECTIONS in writing that all such materials have been returned
to INFO DIRECTIONS. In addition to, or instead of, termination of the
License, INFO DIRECTIONS may enforce payment by CUSTOMER under applicable
covenants of this License and recover all damages for the breach thereof.
In exercising these remedies, INFO DIRECTIONS will not be responsible for
loss of revenue or profit, loss of business, loss of data, or any other
financial loss, downtime costs, loss of use of the software, cost of any
substitute software, facilities or services or claims of third parties
for such damages.
PART 8
GENERAL
-------------------------------------------------------------------------
8.0 CONTRACT CHANGES
This License with the INFO DIRECTIONS Annual Support Agreement represents
the entire agreement "Agreement" between the parties, and may only be
changed in writing executed by both parties hereto.
8.1 PRICING CHANGES
INFO DIRECTIONS reserves the right to change the prices for its products
and services shown on Exhibits B, C and D upon sixty (60) days written
notice to CUSTOMER.
8.2 APPLICABLE LAW; VENUE AND JURISDICTION
Any controversy or claim, including any claim of misrepresentation,
arising out of, or related to, this Agreement or the breach thereof shall
be settled by arbitration between authorized officers within each
company. If additional arbitration is required, it shall be conducted by
arbitrators under the then current rules of the American Arbitration
Association, provided that the arbitrators shall be chosen form a panel
of persons knowledgeable in the development and installation of
electronic data processing systems. The laws of the State of New York
will govern the Agreement. Any action brought by either party hereunder
shall be venued in New York State Supreme Court, Monroe County, or in the
United States District Court for the Western District of New York, and
both parties consent to the jurisdiction of said courts.
8.3 SEVERABILITY
If any provision of this License is held invalid, void or unenforceable
under any applicable statute or rule of law, it shall to that extent be
deemed omitted, and the balance of this License shall be enforceable in
accordance with its terms.
8.4 FORCE MAJEURE
Neither party shall be held responsible for any delay or failure in
performance of any part of this License to the extent such delay or
failure is caused by strike, riots, war, governmental regulation, fire,
flood, explosion, act of God, or other causes beyond its reasonable
control; provided that due diligence is exercised to cure such cause and
resume performance.
CONFIDENTIAL 11
infodirections
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ * 888.924.4110 * ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
8.5 ACKNOWLEDGMENT OF AGREEMENT
The License and Support Agreement is the entire Agreement and is the
complete engagement regarding this vendor/CUSTOMER relationship, and
replaces any prior oral or written communications between each company.
Once the Agreement signatures are received, (1) any reproduction of this
License and/or the Annual Support Agreement made by reliable means, (e.g.
photocopy or facsimile) is considered an original and (2) all Product and
Service orders under the Agreement are subject to the terms hereof.
8.6 SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns.
8.7 COUNTERPARTS
This Agreement may be signed in two or more counterparts, each of which
shall be deemed an original and all of which, taken as a whole, shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and date first above written.
-------------------------------------------------------------------------
AGREED TO: UNIVERSAL BROADBAND AGREED TO: INFO DIRECTIONS, INC.
COMMUNICATIONS, INC.
BY: /s/ ▇▇▇▇ ▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------- ---------------------------------
NAME: ▇▇▇▇ ▇▇▇▇▇ NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------- ---------------------------------
TITLE: CEO & President TITLE: PRESIDENT AND GENERAL
MANAGER
--------------------------------- ---------------------------------
-------------------------------------------------------------------------
CONFIDENTIAL 12