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EXHIBIT 10.03
CONFIDENTIAL
CONTRACT NO. __________
DISTRIBUTOR: INTERNET CENTURY, INC.
REUTERS NEWMEDIA INC.
INTERNET SERVICES TERMS AND CONDITIONS
1. TERM
1.1. The Agreement will take effect on the Effective Date, and, unless
terminated earlier as permitted hereunder, will terminate twenty-six (26)
months from the first day of the month immediately following the Effective
Date (the "Term").
2. REUTERS SERVICES
2.1. Provision of Services. Reuters will provide Distributor with access to the
Reuters Services at Distributor's Installation Address in accordance with
all of the terms and conditions of this Agreement. The text, data,
graphics, moving and still images and sound recordings contained in the
Reuters Services, and any portion thereof, shall hereinafter be referred
to, individually and collectively, as the "Reuters Content".
2.2. Withdrawal of Service. Reuters may cancel all or part of any Reuters
Service if: (a) the Reuters Service becomes the subject of a claim that
such service infringes the rights of any third person or that Reuters
otherwise does not have the right to permit others to use it; (b) the
Reuters Service becomes illegal or contrary to any applicable law or
regulation; or (c) Reuters for any reason discontinues the Reuters Service
(or part thereof) as a Reuters product offering. If Reuters cancels all or
part of any Reuters Service, Reuters only obligations to Distributor will
be to notify Distributor reasonably promptly and to refund, pro rata, any
fees paid in advance for the affected Reuters Service. Except as set forth
in this subsection 2.2, such cancellation shall not give rise to a right
of Distributor to cancel the affected Reuters Service or terminate the
Agreement. In the event, pursuant to this subsection 2.2, Reuters cancels:
(a) a whole Reuters Service, Distributor may terminate this Agreement if
Distributor is receiving only one Reuters Service at the time; (b) part of
a Reuters Service, Distributor may cancel the affected Reuters Service if
Reuters cancellation substantially frustrates Distributor's purpose in
subscribing to such service. In each case, Distributor shall pay any fees
and charges due at the time of termination.
3. USE OF REUTERS CONTENT
3.1. License. Reuters hereby, grants to Distributor during the Term the
worldwide, non-exclusive non-transferable right, subject to the terms and
conditions of this Agreement, to distribute the Reuters Content solely by
displaying it on Distributor's Internet Service, and to make such internal
copies as are necessary to create that display. Except as set forth herein,
no other use, copying, display or distribution, in any form, of the Reuters
Content, in whole or in part, by Distributor is permitted without the prior
written consent of Reuters.
3.2. Limitations and Restrictions. Unless otherwise stated in this Agreement,
Distributor shall display the Reuters Content verbatim as received and may
not edit, modify or translate the Reuters Content in any way; provided that
Distributor shall be permitted to: (a) modify the layout of the Reuters
Content to fit within the layout of Distributor's Internet Service; and (b)
extract headlines from the Reuters Content for display in accordance with
Sec. 3.1 hereof, provided that each such headline shall contain a hypertext
link to the corresponding story as displayed on Distributor's Internet
Service. Distributor shall not re-write or otherwise use any portion of the
Reuters Content to create original content for publication. By way of
example, but not limitation, Distributor shall not use the Reuters Content
as source (factual background) material to create content for publication
without Reuters prior written consent. The rights granted to Distributor
herein shall be subject to the additional limitations and restrictions, if
any, specified in this Agreement.
3.3. Editorial Control. Reuters reserves to itself complete editorial freedom in
the form and content of the Reuters Content and may alter the same from
time to time, such alterations including retracting and canceling stories
(which, for clarity, shall not constitute a cancellation of part of a
Reuters Service as described in Sec. 2.2 hereof) and publishing
corrections. Distributor shall comply with any editorial codes contained in
the Reuters Content, including mandatory delay codes, or any other
reasonable limitations or restrictions placed by Reuters or its third party
content providers on the use, display or distribution of any Reuters
Content. Reuters shall inform Distributor of the meaning of any such codes.
3.4. Release of Content. Distributor will display Reuters Content promptly after
the later of (a) the time the Reuters Content is received at Distributor's
Installation Address; or (b) the end of any applicable delay period. In no
event may any applicable delay period. In no event may Distributor display
Reuters Content received more than 18 hours earlier in any section
entitled "Today's News", "Current", or any title of similar import.
3.5. Storage. Distributor may not store or authorize any person to store the
Reuters Content in any medium for more than seven (7) days without the
prior written consent of Reuters. Distributor acknowledges that Reuters may
impose additional fees if it grants permission to extend such storage
period.
4. SOFTWARE (if applicable - see Order Form)
4.1 License. Reuters grants to Distributor during the Term a non-exclusive,
non-transferable right to use the Software at Distributor's Installation
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Address solely for the purpose of accessing the Reuters Content.
Distributor may not sub-license, assign, copy (except for back-up
purposes), distribute, modify, merge, transfer, decompile or reverse
engineer the Software except to the extent permitted in writing by Reuters
or to the extent this restriction is not permitted by applicable law.
5. USE OF EQUIPMENT (if applicable - see Order Form)
5.1 Installation. Reuters or its nominees will supply and install the
Equipment at Distributor's Installation Address so that Distributor may
access the Reuters Content. Reuters may, at any time and upon thirty (30)
days' written notice (or upon less notice if reasonably necessary), replace
the Equipment with other equipment (which will then be deemed to form part
of the Equipment) or replace the means of transmission of the Reuters
Services with another means of transmission.
5.2 Distributor Obligations. Distributor will, at its own cost and expense,
obtain any and all consents, rights of access, easements, governmental
approvals, building permits, zoning authorizations, or other rights or
authorizations necessary for the installation and use of the Equipment.
Distributor will not move the Equipment from its location as installed
without the prior written consent and supervision of Reuters, nor will
Distributor allow the Equipment to become subject to any claims, liens or
encumbrances. Distributor will not allow any person other than Reuters
or its nominees to maintain and/or repair the Reuters Equipment.
Distributor will provide, at his own cost and expense, all connections
from its own computer systems to the Equipment, and will be solely
responsible for all transmission and communication of the Reuters Content
from the Equipment to Distributor's computer systems. All such connections
will be in accordance with applicable standards, including those of
Underwriters Laboratories, Inc.
5.3 Insurance and Damage. Distributor will provide risk insurance coverage
sufficient to protect the Equipment. Distributor will be responsible for
any damages caused to or by the Equipment from any cause whatsoever
including but not limited to unexplained disappearance or theft, or in
connection with its use, maintenance or repair, unless such loss or damage
is attributable to any act or omission of Reuters.
5.4 Upgrades. Distributor acknowledges and agrees that, from time to time, it
may be necessary for it, at its own cost and expense, to upgrade its
hardware and/or software in order to maintain compatibility with
modifications to any part of the Reuters Services and the means of
accessing the same. In the event that the cost to maintain such
compatibility would have a material effect on Distributor's capacity to
perform hereunder, at Reuter election, Reuters may pay for such upgrades
or grant Distributor the right to terminate this Agreement on Sixty (60)
days' notice subject only to payment of any fees and charges owed at such
time.
6. SUPPORT
6.1 Extent of Support. Reuters or its nominees will, at Reuters cost and
expense, use reasonable efforts to maintain the Software and Equipment in
standard operating condition. Reuters shall not have any obligation to
provide support that is required because of: (a) accident, negligence or
misuse not attributable to Reuters; (b) failure of an operating
environment or causes other than ordinary use; (c) attempts made to
repair, service or modify the Software or Equipment by Persons other than
the personnel of Reuters or its nominees; (d) use of non-current versions
of the Software and/or Equipment where current versions have been made
available to Distributor; or (e) use of software or hardware not supplied
by Reuters. In the event Reuters provides support for any of the
foregoing reasons (i.e., (a)-(e)), Distributor will pay for Reuters time
and materials at Reuters then-current rates. Distributor will allow
Reuters or its nominees access to Distributor's Installation Address, and
any other applicable location, at all reasonable times, with reasonable
prior notice, in order to install, inspect, maintain, repair, replace or
remove all or part of the software and/or Equipment.
7. CREDIT AND BRANDING
7.1 Notices. Distributor will not remove or conceal any copyright or other
proprietary notice or any credit-line or date-line included in the Reuters
Services. Distributor will insert on any page that contains any Reuters
Content, and in close proximity to the Reuters Content, the following
notice: "Copyright [insert current year] Reuters Limited. Click Here for
Limitations and Restrictions on Use." Such notice (and any "Teaser Notice"
as set forth below) shall contain a hypertext link to the following
notice, which shall appear in a legal notice are on Distributor's Internet
Service: "Reuters content is the intellectual property of Reuters Limited.
Any copying, republication or redistribution of Reuters content, including
by caching, framing or similar means, is expressly prohibited without the
prior written consent or Reuters. Reuters shall not be liable for any
errors or delays in content, or for any actions taken in reliance thereon."
Reuters reserves the right to alter these notices from time to time.
Notwithstanding the foregoing, if the only Reuters Content on a page is
three or fewer headlines per Reuters Service, Distributor shall be
permitted to substitute "Reuters Headlines", or a similar Reuters
identifier mutually agreed by the parties ("Teaser Notice"), for the
copyright notice first set forth above.
7.2 Reuters Branding. Reuters will provide Distributor with a graphics file
containing the Reuters logo ("Logo"). Distributor shall insert the Logo at
the top of any page containing any Reuters Content, except a page whose
only Reuters Content is three or fewer headlines per Reuters Service, in a
size not smaller than 164 X 41 pixels square. Reuters reserves the right
to replace this Logo with another graphic identifying the Reuters
Services. If Distributor is receiving the
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Reuters/Variety service, the Logo may include the Variety logo.
7.3 Use of Reuters Marks. Except as specifically authorized in this
Section 7, Distributor shall not use the Reuters name or any Reuters
trademarks without Reuters prior written consent. Distributor may not
make any statement (whether oral or in writing) in any external
advertising, marketing or promotion materials regarding Reuters or the
Reuters Services without the prior written consent of Reuters, provided
that materials that are substantially identical to those previously
approved need not be submitted for re-approval.
7.4 Linking and Framing. Distributor may not solicit or encourage other
internet sites or on-line services to frame, or hypertext link directly
to, the Reuters Content on Distributor's Internet Service without the
prior written consent of Reuters. To the extent technologically feasible
and commercially reasonable. Distributor shall not permit any third party
internet site or on-line service to frame Distributor's Internet Service
such that any Reuters Content appears on the same screen as such third
party's internet site or on-line service. To the extent that it is not
technologically feasible or commercially reasonable to prevent such
framing, upon Reuters request and at Reuters expense, Distributor shall
cooperate with Reuters in causing such third party to cease and desist
from such framing.
7.5 No Co-Branding. Distributor may not co-brand pages containing any Reuters
Content. For purposes of this subsection 7.5 to "co-brand" means to
display the name, logo, trademark or other identifier of another entity
(except for Reuters) in such a manner as to give the viewer the
impression that such other entity is a publisher or distributor of the
content. This section is not intended to prohibit conventional
advertising or sponsorships that do not create such impression.
7.6 Misleading Advertising. Distributor will not include any advertising on
pages containing Reuters content that falsely imply that the advertiser
is associated with Reuters or the Reuters Content.
8. INTELLECTUAL PROPERTY
8.1 Rights of Reuters. The Reuters Services and Reuters name and trademarks
are the valuable intellectual property of Reuters Limited. All rights
with respect to the Reuters Services and Reuters name and trademarks,
whether now existing or which may hereafter come into existence, which
are not expressly granted to Distributor herein are reserved to Reuters
Limited. Any goodwill generated through Distributor's use of the Reuters
name and trademarks shall inure solely to the benefit of Reuters Limited.
8.2 Distributor's Obligations. Distributor will promptly notify Reuters of
any infringement or threatened infringement of any right of Reuters of
which Distributor becomes aware and will provide reasonable assistance to
Reuters, at Reuters expense, in connection therewith.
9. FEES, CHARGES AND REPORTING
9.1 Monthly Fees. In consideration of the rights granted to Distributor in
this Agreement, Distributor will pay Reuters all fees and charges set
forth on the Order Form and any schedules thereto ("Fees"). All Fees
shall be paid within 30 days of receipt of an invoice for the same from
Reuters. Unless otherwise agreed, billing shall commence when Reuters
permissions Distributor to receive the Reuters Services.
9.2 Late Payments. All amounts owed hereunder not paid when due and payable
will bear interest from the date such amounts are due and payable at the
greater of (a) 1.5 percent per month and (b) the maximum allowable rate
of interest in the State of New York for transactions between
sophisticated commercial entities.
9.3 Taxes. In addition to the amounts set forth above, Distributor will pay
to Reuters or to the relevant taxing authority, as appropriate, any
applicable sales, use goods and services, value added or other taxes
payable under this Agreement (other than taxes levied or imposed on
Reuters income). In all cases, the amounts due under this Agreement will
be paid by Distributor to Reuters in full without any right of set-off or
deduction.
9.4 CPI Increase. During each year of the Term and any renewal term of this
Agreement, Reuters reserves the right to increase the Fees by the yearly
percentage increase in the Consumer Price Index for all urban consumers
as issued by the Bureau of Labor Statistics of the U.S. Department of
Labor in the New York/New Jersey Metropolitan area ("CPI"), reported
each September (as measured by the increase in the CPI from September of
the previous year to August of the present year). Reuters will notify
Distributor of any such increase in Fees for the following year by
October 1 of the prior year, and such percentage increase will become
effective as of January 1st of the following year.
9.5 Reporting. In addition to any other report required hereunder, each month
during the Term Distributor shall submit to Reuters a statement
("Statement") containing an accurate count of the total number of page
views of pages containing any Reuters Content served by Distributor's
Internet Service in the prior month. Such count shall include the number
of hits to any proxy cache where such pages are stored and Distributor
hereby agrees to use commercially reasonable means to count the number of
such proxy cache hits. Distributor shall set forth in its Statement a
description of the means used to count proxy cache hits.
10. CONFIDENTIALITY
10.1 Definition. "Confidential Information" means any information regarding
the terms of this Agreement and any information, in whatever form,
regarding the business or operations of Reuters or Distributor that the
disclosing party designates as confidential at the time of disclosure;
provided that Confidential Information shall not include information
which: (a) at or prior to the time of disclosure by the disclosing party
was known to the receiving party through lawful means; (b) at or after
the time of disclosure by the disclosing party becomes generally
available to the public through no act or omission on the receiving
party's part; (c) is developed by the receiving
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party independent of any Confidential Information it receives from the
disclosing party; or (d) the receiving party receives from a third
person free to make such disclosure without breach of any legal
obligation.
10.2 Obligations. The receiving party acknowledges the confidential nature
of the disclosing party's Confidential Information and agrees that it
shall not disclose the disclosing party's Confidential Information to
any other person, or use any Confidential Information for any purpose
other than as contemplated hereby, without the prior written consent of
the disclosing party. Each party hereto agrees to take reasonable
precautions (no less rigorous than the receiving party takes with
respect to its own comparable Confidential Information) to prevent
unauthorized or inadvertent disclosure of the other party's
Confidential Information. Notwithstanding the foregoing, a receiving
party may disclose Confidential Information of a disclosing party
pursuant to any statute, regulation, order, subpoena or document
discovery request, provided that prior written notice of such
disclosure is furnished to the disclosing party as soon as practicable
in order to afford the disclosing party an opportunity to seek, at its
own expense, a protective order (it being agreed that if the disclosing
party is unable to obtain or does not seek a protective order and the
receiving party is legally compelled to disclose such information,
disclosure of such information may be made without liability).
11. LIMITATION OF LIABILITY
11.1 Acts of God. Neither party will be liable for any failure to perform any
obligation hereunder, or from any delay in the performance thereof, due
to causes beyond its control, including industrial disputes of whatever
nature, acts of God, public enemy, acts of government, failure of
telecommunications, fire or other casualty.
11.2 Special Damages. Under no circumstances will either party be liable for
any indirect, incidental, special or consequential damages with respect
to the subject matter hereof, including lost profits, regardless of
whether such damages could have been foreseen or prevented by either
party.
11.3 Aggregate Liability. Except for the parties' obligations under Section
13, in no event will the aggregate liability of either party to the
other party or to any third party for damages, direct or otherwise,
arising out of or in connection with this Agreement exceed the total
value of the Fees payable to Reuters during the Term regardless of the
cause or form of action; provided, however, that the foregoing
limitation on liability shall not apply to any violation by Distributor
of the provisions of Sections 3 and 7 hereof.
12. REPRESENTATIONS AND WARRANTIES
12.1 General. Each party hereto represents and warrants that: (a) it has the
full right and power to enter into and fully perform this Agreement in
accordance with its terms; and (b) the execution, delivery and
performance of this Agreement will not violate rights granted by such
party to any third party or violate the provisions of any agreement to
which it is a party.
12.2 EXCLUSION OF WARRANTIES. REUTERS SHALL NOT BE LIABLE FOR ANY DAMAGES
SUFFERED OR INCURRED BY DISTRIBUTOR OR ANY THIRD PERSON ARISING OUT OF
ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE REUTERS SERVICES AND ANY
INACCURACIES, ERRORS OR OMISSIONS IN THE REUTERS CONTENT. EXCEPT AS
EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS,
GUARANTIES OR REPRESENTATIONS (as used in this subsection,
"WARRANTIES") AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR
IN WRITING. ALL SOFTWARE IS LICENSED "AS IS", WITHOUT ANY WARRANTIES.
EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY
MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
13. INDEMNIFICATION
13.1 Indemnification by Distributor. Distributor will indemnify and hold
Reuters harmless from and against any and all liabilities, damages,
awards, settlements, losses, claims and expenses, including reasonable
attorneys fees and costs of investigation ("Damages"), due to any claim
by a third party relating to or arising out of Distributor's Internet
Service or any other activities of Distributor, including infringement
of any third person's intellectual property rights, except Damages
arising solely out of Distributor's use of the Reuters Content,
unmodified, in accordance with this Agreement.
13.2 Indemnification by Reuters. Reuters will indemnify and hold Distributor
harmless from and against any and all Damages due to any claims by a
third party that the Reuters Content or the Software infringes any third
party's intellectual property rights, provided that: (i) the relevant
claim does not arise from any modification to the Reuters Content or
Software made by Distributor or any person receiving the Reuters Content
through Distributor; (ii) the relevant claim does not concern Reuters
Content that Reuters notified Distributor should not be used; (iii) the
relevant claim is not based upon content obtained by Reuters from a
third party; and (iv) with respect to the Software, Reuters obligation
to indemnify Distributor shall not apply to any claims for infringement
of patent rights.
13.3 Notice and Participation. A party seeking indemnification pursuant to
this Section 13 (an "Indemnified Party") from or against the assertion
of any claim by a third party will give prompt notice to the party from
whom indemnification is sought (the "Indemnifying Party"); provided
however, that failure to give prompt notice will not relieve the
Indemnifying Party of any liability hereunder (except to the extent the
Indemnifying Party has suffered actual material prejudice by such
failure). The Indemnifying Party and the Indemnified Party will
cooperate in the defense or prosecution of any third party claims.
14. TERMINATION
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14.1 Termination by Either Party. In addition to any other remedy available at
law or in equity, either party may terminate this Agreement immediately,
without further obligation to the other party, in the event of any breach
of this Agreement by the other party that is not remedied within 30 days'
written notice of such breach; provided that Reuters may terminate this
Agreement for any breach of Sections 3 or 7 that is not remedied within 5
days' notice of such breach.
14.2 Termination by Reuters. In additional to the right of termination set forth
in Sec. 14.1, Reuters shall have the right to terminate this agreement
immediately in the event of: (a) any sale, lease or other transfer of all
or substantially all of the assets of Distributor to any entity; (b) any
change in control of Distributor (whether by merger, stock transfer or
otherwise); or (c) Distributor's making an assignment for the benefit of
its creditors, the filing of a voluntary or involuntary petition under the
reorganization or arrangement provisions of the United States Bankruptcy
Code, or under the provisions of any law of like import in connection with
the other party, or the appointment of a trustee or receiver for
Distributor or its property.
14.3 Obligations Upon Termination. Promptly upon termination of this Agreement
for any reason, Distributor will: (a) delete or destroy any Reuters Content
stored pursuant to Section 3.5 or otherwise in its possession, custody or
control; (b) pay all fees accrued pursuant to this Agreement; and (c)
allow Reuters or its nominees to access Distributor's Installation Address
to remove the Equipment and Software.
15. GENERAL
15.1 Similar Agreements. Nothing will be deemed to limit or restrict either
party from entering into similar agreements with any other Person or from
offering services similar to the other party's.
15.2 Press Releases. Neither party will issue any external press statement
regarding the availability of the Reuters Services on Distributor's
Internet Site unless (a) it has received the express written consent of the
other party, which will not be unreasonably withheld; or (b) it is required
to do so by Law.
15.3 Controlling Law. This Agreement will be deemed to have been executed and
delivered in the State of New York and it will be governed by and construed
in accordance with the laws of New York.
15.4 Notices. Except as otherwise provided herein, whenever any notice, request,
consent, approval or other communication shall be given by one party hereto
to the other, such communication shall be in writing and shall be delivered
by registered or certified mail, return receipt requested, addressed as
follows:
To Reuters:
Reuters NewMedia Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (Facsimile)
Attn: Senior Vice President - Sales
To Distributor:
See Contact Person on Order Form
Notices shall be effective on the date received.
15.6 Assignments. This Agreement will be binding upon and inure to the benefit
of the parties, their respective personal representatives, and permitted
successors and assigns. Distributor may not assign or otherwise transfer
any of its rights or delegate any of its duties under this Agreement
without the prior written consent of Reuters. Reuters reserves the right,
at its sole discretion, to assign or transfer any of its rights and
delegate any of its duties hereunder, in whole or in part, to any direct or
indirect subsidiary of Reuters Limited.
15.7 Relationship Between the Parties. There is no joint venture, partnership,
agency or fiduciary relationship existing between the parties and the
parties do not intend to create any such relationship by this Agreement.
15.8 Amendments, Waivers. This Agreement may not be amended, modified or
superseded, unless expressly agreed to in writing by both parties. No
provision of this Agreement may be waived except by an instrument in
writing executed by the party against whom the waiver is to be effective.
The failure of either party at any time or times to require full
performance of any provision hereof will in no manner affect the right of
such party at a later time to enforce the same.
15.9 Severability. If any provision or term of this Agreement, not being of a
fundamental nature, is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of this Agreement
will not be affected.
15.10 Survival. The provisions of Sections 3, 9, 10, 11, 12, 13, and 15 of this
Agreement will survive the termination of this Agreement.
ADDENDUM TO TERMS AND CONDITIONS
1.1 Distributor is permitted to store the Reuters Content for up to 30 days
/s/ MH
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DISTR. INITIALS
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CONTRACT NO.__________
REUTERS NEWMEDIA, INC.
INTERNET SERVICES ORDER FORM
INTERNET CENTURY, INC. NEVADA
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Name of Legal Entity Subscribing to Services ("Distributor") State/Country of Incorporation
1. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇
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Distributor's Principal Street Address City State Zip Code
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
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Distributor's Contact Person Phone Fax E-Mail
(must be at above address)
SAME
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Distributor's Billing Contact Name Street Address City State Zip Code
SAME
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Address Where Distributor Will Receive Services ("Distributor's Installation Address")
Description and URL of Distributor's Internet Service(s) ("Distributor's Internet Service"): AN
INTERNET SITE WHICH PROVIDES NEWS AND INFORMATION ABOUT LATIN AMERICA AND IS AVAILABLE AT THE URL
▇▇▇.▇▇▇▇▇▇▇.▇▇▇
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DISTRIBUTOR SUBSCRIBES TO THE FOLLOWING SERVICES ("REUTERS SERVICES")
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REUTERS SERVICE FEE (per month)
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REUTERS ONLINE SPANISH REPORT - A selection of top stories $5,000.00
in Spanish, including the following topics: general news,
business, and sports.
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EXTENDED ARCHIVE FEE $1,000.00
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TOTAL MONTHLY SERVICE FEES ("SERVICE FEES") $6,000.00
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Contract No. REUTERS NEWMEDIA, INC.
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Distributor: Internet Century, Inc. INTERNET SERVICES ORDER FORM - P.2
EQUIPMENT PROVIDED TO RECEIVE REUTERS SERVICES ("Equipment"): None
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SOFTWARE PROVIDED TO RECEIVE REUTERS SERVICES ("Software"): Winds
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ADDITIONAL FEES AND CHARGES
INSTALLATION CHARGE: None
COMMUNICATIONS CHARGE (per month): $75.00
SOFTWARE FEE (per month): $75.00
SECURITY DEPOSIT: A security deposit ("Security Deposit") in the amount of $0
will be paid by the Distributor upon the execution hereof. This Security
Deposit may be used, applied or retained by Reuters, in whole or in part, to
the extent required for the payment of any fees or charges payable hereunder as
to which the Distributor is in default, or for any sum which Reuters may expend
or may be required to expend by reason of the Distributor's default hereunder.
The balance of the Security Deposit, if any, will be returned to the
Distributor upon the termination of this Agreement after the return of the
Equipment and Software, if any, to Reuters.
OTHER FEES: $1,000.00 per month for 30 day archive right
BY SIGNING BELOW, DISTRIBUTOR AGREES TO SUBSCRIBE TO THE REUTERS SERVICES
SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH ON THIS REUTERS NEWMEDIA
INTERNET SERVICES ORDER FORM ("ORDER FORM"), THE ATTACHED REUTERS NEWMEDIA, INC.
INTERNET SERVICES TERMS AND CONDITIONS ("TERMS AND CONDITIONS"), AND ALL
ADDENDA, AMENDMENTS AND SCHEDULES THERETO. THE ORDER FORM AND TERMS AND
CONDITIONS, INCLUDING ALL ADDENDA, AMENDMENTS AND SCHEDULES THERETO, SHALL
HEREINAFTER COLLECTIVELY BE REFERRED TO AS THE "AGREEMENT," AND SHALL TOGETHER
FORM THE ENTIRE AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER
HEREOF.
REUTERS NEWMEDIA INC. INTERNET CENTURY, INC.
("Reuters") ("Distributor")
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- -----------------------------
Title: President Title: COO
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Date: 2/4/99 Date: 1-20-99
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("Effective Date")
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CONTRACT NO. -------------- REUTERS NEWMEDIA, INC.
DISTRIBUTOR: INTERNET CENTURY, INC. INTERNET SERVICES ORDER FORM
FEE SCHEDULE (ROYALTY)
1. Monthly Reuters Royalty. Distributor shall pay to Reuters a royalty ("Reuters
Royalty") each month equal to fifty (50) percent of Distributor's Net
Advertising Revenue for the prior month, where:
"Distributor's Net Advertising Revenue" means Distributor's gross revenues from
the sale of Advertising Space (as defined below) on Reuters Qualifying Pages (as
defined below) less any sales commissions or other fees paid to third person
advertising agents directly relating to sales on such pages, such commissions
and fees not to exceed in the aggregate thirty-five (35) percent of
Distributor's gross revenues from such sales. In the event that Distributor
barters or otherwise does not charge for Advertising Space, Distributor will
apply the fair market value of such space for purposes of computing
Distributor's Net Advertising Revenue.
"Reuters Qualifying Page" means any page that contains any Reuters Content, as
that term is defined in the Terms and Conditions, except a page whose only
Reuters Content is up to three (3) headlines per Reuters Service, unless such
headlines are the only substantive content on the page.
"Advertising Space" means, with respect to a page, the total area designated by
Distributor for advertising or promotion, including sponsorships.
1.1 Reuters Royalty Additional Terms: Distributor shall pay the greater
of (i) the service fee plus the extended archive fee or (ii) the
royalty
2. Reporting. Distributor shall keep such books and records as are necessary to
verify the amounts owed to Reuters under this Agreement. Distributor will
provide with each Reuters Royalty payment: (a) a report in the form attached
hereto, signed by an authorized representative of Distributor, setting forth the
manner in which the Reuters Royalty was calculated and certain relevant
advertising statistics for Distributor's Internet Service ("Monthly Reuters
Royalty Report"); and (b) the relevant portions of any third person reports used
in the preparation of the Monthly Reuters Royalty Report, including, where
applicable, any advertising "rep" or booking firm reports and any third person
tracking service reports.
3. Advertising Sales. Distributor shall: (a) use reasonable commercial efforts
in collecting receivable in connection with sales of Advertising Space; (b) use
reasonable commercial efforts to sell Advertising Space on Reuters Qualifying
Pages that are at least equal to the efforts it employs to sell Advertising
Space on all other pages; (c) ensure that the sell-out rate and commercial
inventory of Advertising Space on Reuters Qualifying Pages are comparable to
the sell-out rate and commercial inventory for Distributor's Internet service
as a whole; (d) sell Advertising Space on Reuters Qualifying Pages at a rate
comparable to that being charged for other pages on Distributor's Internet
Service; (c) make unsold Advertising Space on Reuters Qualifying Pages
available to Reuters to place advertising relating Reuters or its affiliates at
no cost to Reuters.
4. Audit Rights. Once a year during the term of this Agreement and the first
year thereafter, Reuters, at its expense and upon 10 days' notice to
Distributor, will have the right to examine Distributor's relevant books and
records in order to verify the figures reported in any report or statement
required hereunder and the amounts owed to Reuters pursuant to this Agreement.
Such books and records will be made available at the place where these records
are kept in the ordinary course of business. Reuters shall have the right to
make two (2) copies of such relevant books and records for the sole purpose of
carrying out its examination, subject to Distributor's right to redact, prior
to copying, any sensitive information not relevant to the examination. If, as a
result of such examination, Reuters determines that Distributor mis-reported
any figure or underpaid any amount, Reuters will promptly furnish to
Distributor a copy of the results of its audit setting forth the discrepancy,
and showing, in reasonable detail, the bases upon which the same was
determined. Distributor will remit to Reuters a sum equal to the amount of any
underpayment within 30 days after notification of the discrepancy. If such
discrepancy is greater than 10% of the total amount reported by Distributor for
the period audited, then Distributor will reimburse Reuters for the cost of the
examination.
/s/ MH
---------------
DISTR. INITIALS
9
AMENDMENT TO
INTERNET SERVICES AGREEMENT
BETWEEN REUTERS NEWMEDIA INC.
AND INTERNET CENTURY, INC.
This Amendment, dated February 12, 1999 amends the January 20, 1999
Agreement by and between REUTERS NEWMEDIA INC. and INTERNET CENTURY, INC. (the
"Agreement"). Capitalized terms not defined herein shall have the same meaning
as set forth in the Agreement. The parties hereby agree to amend the Agreement
as follows:
1. The Reuters Spanish Language Service is hereby added to the Reuters Services
provided to Internet Century, Inc. ("Distributor") under the Agreement.
Distributor shall have the right to display the Spanish Language Service
solely in accordance with the terms and conditions of the Agreement (as
amended hereby), provided that Distributor shall not display more than
fifteen (15) stories or headlines on a single page.
2. Distributor hereby agrees to pay to Reuters an additional monthly fee of
$3,000.00 for the Spanish Language Service.
3. Except as specifically set forth herein, all terms and conditions of the
Agreement shall remain in full force and effect.
REUTERS NEWMEDIA INC. INTERNET CENTURY, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------- --------------------
Title: President Title: COO
----------------- -----------------
Date: Date: 2/12/99
------------------ ------------------
10
AMENDMENT TO
INTERNET SERVICES AGREEMENT
BETWEEN REUTERS NEWMEDIA INC.
AND INTERNET CENTURY, INC.
This Amendment, dated February 22, 1999 amends the January 20, 1999
Agreement by and between REUTERS NEWMEDIA INC. and INTERNET CENTURY, INC. (the
"Agreement"). Capitalized terms not defined herein shall have the same
meaning as set forth in the Agreement. The parties hereby agree to amend the
Agreement as follows:
1. The Reuters Online Reports is hereby added to the Reuters Services provided
to Internet Century, Inc. ("Distributor") under the Agreement. Distributor
shall have the right to display the Online Reports solely in accordance with
the terms and conditions of the Agreement (as amended hereby).
2. Distributor hereby agrees to pay to Reuters an additional monthly fee of
$8,400.00 for the Reuters Online Reports.
3. Except as specifically set forth herein, all terms and conditions of the
Agreement shall remain in full force and effect.
REUTERS NEWMEDIA INC. INTERNET CENTURY, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------ ---------------------
Title: President Title: C.O.O.
--------------- ------------------
Date: Date: 2/22/99
---------------- -------------------