USER AGREEMENT
For Virtual Wall Street Clients
AGREEMENT entered by and between Automated Financial Systems, Inc.
("AFS"), Virtual Wall Street, Inc. ("Broker"), and Online Stock Market, Inc.
("Customer").
WHEREAS, AFS has developed an interactive voice response system known
as TempestTM and an internet-based system known as ProsperoSM for the use of
Broker and Broker's customers ("Customers") in accessing their accounts,
collectively known as the "Base Software System";
WHEREAS, AFS and Broker have entered a Service Bureau Agreement as of
October 29, 1999 which allows Broker access and use of the Base Software System;
WHEREAS, the parties intend to set forth the terms under which AFS and
Broker will allow Customer to access and use the Base Software System.
NOW THEREFORE, for valid consideration the sufficiency of which is
hereby acknowledged, the parties hereby agree to the following:
1. Services. AFS shall take all steps necessary to allow Customer to use
the Base Software System to review account information, enter orders
for the purchase or sale of securities and obtain securities prices.
2. Duties of Customer. Customer shall be solely responsible for
maintaining all passwords and codes provided to them to ensure that
access to the Base Software System is granted only to those individuals
who are authorized. Nothing in this paragraph shall affect or diminish
AFS's right, in its sole discretion, to refuse to provide any or all
Base Software System services to Customers.
3. Indemnification.
(a) Customer shall indemnify and hold AFS harmless for any and all
losses, costs and damages, including reasonable attorneys
fees, incurred by AFS as a result of (i) an act or omission by
Customer with respect to the Base Software System's security
procedures; (ii) any intellectual property infringement by
Customer, and (iii) the negligence or willful misconduct of
Customer.
(b) AFS agrees to indemnify and hold harmless Customer for and
against any claims, suits or actions: i) by third parties
alleging infringement of a U.S copyright or trademark
involving Customer's use of the Base Software System, except
where such infringement is the result of modifications to the
Base Software System by Customer or its employees or its
agents other than AFS ii) arising out of the negligence or
willful misconduct
(c) Customer shall hold Broker harmless for any and all losses,
costs and damages, including reasonable attorneys fees.,
incurred by Broker as a result of (i) an act or omission by
AFS with respect to the Base Software System; (ii) any
intellectual property infringement by
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RELATING TO OR IN CONNECTION WITH THE BASE SOFTWARE SYSTEM
SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO AFS BY BROKER DURING
THE MOST RECENT CALENDAR YEAR.
4. Ownership. Customer acknowledges that the Base Software System
is a service of AFS. AFS shall at all times be and remain the
sole and exclusive owner of the Base Software System
5. Governing Law. This Agreement shall be governed by, and
construed in accordancee with, the laws of the State of New
York, without regard to any otherwise applicable conflict of
laws or other choice of law principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
28th day of October 1999.
Automated Financial Systems, Inc. Virtual Wall Street, Inc.
By: /s/ ???????? By: A Jonathan Buhalis
Its: President A. Jonathan Buhalis
Its: Chief Executive Officer
Customer
Online Stock Market, Inc.
By: Michael B. Cratty
Michael Bryant Cratty
Its: Chief Executive Officer
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AFS Service Bureau Pricing AFS Automated
Aa of October 5, 1999 Financial
Systems
Service Bureau Pricing Schedule - Exhibit A
For Online Stock Market
Pricing is for 12-month contract term
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TEMPEST IVR PRICING FOR TELEPHONE ACCESS
Tempest Touch-Tone IVR Pricing
First 1,200 hours 20(cent) per minute
Next 1,200 hours 17(cent) per minute
Additional minutes 15(cent) per minute
Tempest System pricing includes national long distance
charges & real-time quote fees. FCC Payphone surcharge will
be billed additionally as required.
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PROSPERO WEB PRICING FOR INTERNET ACCESS
Each of these price schedules provides access to all
available system features. Customers are allowed to change
price schedules once during the contract term.
Schedule A - Trade based plan for retail users
$2.00 per trade first I000 trades
$1.50 per trade 1000 - 3000 trades
$1.00 per trade 3000 - 6000 trades
75(cent) per trade 6000+ trades
Schedule B - User based plan for retail users
$2 per User Monthly
75(cent) per trade
Schedule C - Login based plan for retail users
First 3500 logins 45(cent) per login
Next 7000 logins 40(cent) per login
Next 11000 logins 30(cent) per login
Next 18000 logins 25(cent) per login
Next 28000 logins 20(cent) per login
Next 32500 logins 15(cent) per login
Over 100000 logins -negotiable-
On weekends all logins are Free*
Pleaseadd 2.25(cent) per Real Time Quote (3.5(cent) for OPRA Real Time Quotes).
Delayed quotes are flee as part of an AFS system solution.
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AFS Confidential Not for disclosure without written permission from AFS Page 1
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AFS Service Bureau Pricing AFS Automated
As of October 5, 1999 Financial
Systems
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PROSPERO ACCOUNT LOOK-UP
(Positions, Balances, Transaction History, Delayed Quotes)
Number of active Price per active
users per month user per month
0 - 25,000 $1.00
25,001 - 50,000 .80(cent)
50,001 - 75,000 .60(cent)
75,001 - 100,000 .40(cent)
100,001+ Negotiable
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PROSPERO PRO - BROKER DESKTOP PRICING
$30 per User Monthly
$1 per executed trade
Pleaseadd 2.25(cent) per Real Time Quote (3.5(cent) for OPRA Real Time
Quotes). Delayed quotes are free as part of aa AFS system solution.
For AMEX quotes for Registered Reps there is a
$32 per month user fees plus 1(cent) a quote
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SYSTEM ADMINISTRATION MODULE
$100 per Station Monthly
A minimum of one System Administration Module is required per system for new
customer set-ups, order research & reporting, order review & release and system
monitoring.
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ONE-TIME SYSTEM SIGN-UP FEES & MONTHLY MINIMUMS
One-Time System Set-Up Charges
$10,000 - 1st System Set-up fee for:
- Custom web/home page integration & look-and-feel
- Custom business rules and help text
- Configuration of back-office connection
- System Administration Training
$5,000 - per additional System Set-up, assuming:
- Custom web/home page integration & look-and-feel in new, and
- Business rules and help text are the same as I a system
- System Admin Module is the same as 1st system
- Connection to the back-up is the same as lst system
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AFS Confidential Not for disclosure without written permission from AFS Page 2
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AFS Service Bureau Pricing AFS Automated
As of October 5, 1999 Financial
Systems
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Monthly Minimum Charges
$2,500 monthly minimum charge per customer
- All AFS-based transactional charges are applied to the
monthly minimum.
- Quote usage fees and 3rd Party System Content does not apply
to the monthly minimum.
For Online Stock Market, AFS agrees to the following Monthly Minimum Charge
Schedule to support a ramped up rollout of the new Internet service.
Month 1 $0.00
Month 2 $500.00
Month 3 $1,000.00
Month 4 $1,500.00
Month 5 $2,000.00
Month 6 $2,500.00
Month 7 + $2,500.00
These charges will be due upon production system cutover as defined by the day
that the first production trade is executed. The monthly minimum fee will be due
every month from that date forward.
This schedule will be terminated and the standard $2,500 monthly minimum charge
will be due if the monthly trade activity during months 1 to 6 is 1,000+ trades.
The monthly minimum charge from that time forward will be AFS's standard
$2,500.00.
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OPTIONAL AFS SYSTEM FEATURES
Feature Price
Quick-Trade module activation fee $3,000 one-time charge
Personalized Web Trading Demo System $100 per month
Overnight customer/activity loading Module $600 per month
(Includes payments, dividends, journal entries, reinvestments, automatic
customer setup, etc.)
Investment Portfolio Module $1 per account per month
Contact Manager Module $5 per broker per month
(For Brokers/Registered Reps only)
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OPTIONAL AFS SYSTEM CONTENT
Feature Price
Zacks Investment Research $5 per user per month
Web Digital's GoInvest $1,000 sign-up fee
(Graphs, Charts, News, $1,000 monthly minimum
Recommendations, Historical data, etc.) 1 (cent) per page view
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AFS Confidential Not for disclosure without written permission from AFS Page 3
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AFS Service Bureau Pricing AFS Automated
As of October 5, 1999 Financial
Systems
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ADDITIONAL INFORMATION
Intemet connectivity or a dedicated line will be required to remotely access
order approval and administration screens.
For the Web Trading System, Domain Name must be provided or one in the form of
company.automatedfinancial.com will be provided by AFS.
Additional back office development fees may apply.
Customer is responsible for all back office related fees. Please confirm with
your back-office and Clearing Company for any additional charges.
AFS pricing may change without notice.
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AFS Confidential Not for disciosure without written permission from AFS Page 4
