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Exhibit 10.14
USA Information Systems, Inc. (LOGO)
1092 LASKIN ROAD, SUITE 208
Virginia Beach, VA 23451
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CONTENT LICENSE
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RESELLER AGREEMENT
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Reseller: PARTSBASE.COM
7171 NORTH FEDERAL HIGHWAY, BOCA RATON, FL 33487
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CONFIDENTIAL
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Content License & Reseller Agreement
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1.0 Scope
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1.1 USAIS BACKGROUND. USA Information Systems, Inc. ("USAIS") is the
exclusive owner of, among other things, an Internet-based parts,
logistic and digital document database described in Attachment 1 (the
"USAIS Content"). USAIS provides access to that database to paid
subscribers through a Web site owned, operated and maintained by USAIS
(the "Subscription Services"). The Subscription Services also are
described in Attachment 1.
1.2 RESELLER BACKGROUND. Partsbase.com, Inc. ("Reseller") owns, operates
and maintains a Web site through which it offers access to information
related to the aviation and aerospace industry to its customers
("Reseller's Existing Service"). Reseller desires to obtain from USAIS,
and USAIS desires to license to Reseller, the non-exclusive rights to
resell the Subscription Services and to offer access to certain
segments of the USAIS Content ("Content Access Services") to customers
of Reseller's Existing Service.
1.3 DEFINITIONS. The USAIS Content, Subscription Services and Content
Access Services are sometimes collectively referred to in this
Agreement as the "USAIS Services and Content." Other terms used in this
Agreement are defined throughout this Agreement and are capitalized.
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2.0 Grant of License
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2.1 LICENSE GRANT. USAIS grants to Reseller the non-exclusive right to
resell the Subscription Services and to offer access to those segments
of the USAIS Content described in Attachment 1 to existing, future and
potential customers of Reseller's Existing Service (the "License") upon
the terms and conditions set forth in this Agreement and its
attachments.
2.2 LIMITATIONS. Reseller may not resell USAIS Services or Content to any
party other than customers of Reseller's products and Services existing
as of the date of this Agreement. Reseller may not use the USAIS
Services or Content in conjunction with any new products or services
that Reseller introduces after the date of this Agreement without
USAIS's prior written consent, which consent will not be unreasonably
withheld. Reseller is prohibited from developing and/or providing
(whether by itself or with or through a third party) any services or
products that incorporate the USAIS Content. USAIS Content shall not be
offered as a stand-alone service or product. Resale of the USAIS
Subscription Services may be offered as a stand-alone service.
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3.0 License Fees; Subscription Fees
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3.1 FEES ESTABLISHED. Reseller shall pay to USAIS the license fees set
forth in Attachment 2 in accordance with the payment terms set forth in
this Agreement and its attachments. USAIS will offer Reseller USAIS
Services and Content for the fees and costs set forth in Attachment 2.
Reseller shall determine charges to end-users for USAIS Services. USAIS
will not pay a commission for the sale of USAIS subscription-based
products and services, except as set forth in Attachment 2.
3.2 PAYMENT TERMS. USAIS will Invoice Reseller for the License, applicable
sales of subscriptions to the Subscription Services and/or usage fees
on a monthly basis. All Reseller payments must be
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made to USAIS according to the payment schedule in Attachment 2. No
commissions or compensation will be paid to Reseller for sales to
existing USAIS customers.
3.3 PRICE/FEE CHANGES. USAIS reserves the right to change prices and fees
for the Annual Subscription Service, as described in Attachment 2, with
90 days prior written notice. Sales closed within the 90-day window
will be honored at the previous price. USAIS reserves the right to
adjust prices for the USAIS Content License for any increase in
services or user counts requested by Reseller on an annual basis.
Increases in user count will be available in increments of 2,500 users
and must be requested in writing by Reseller. This Agreement must be
modified or amended by USAIS and agreed to by both parties prior to
activating an increase in user count.
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4.0 Exclusivity; Retention of Rights
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4.1 NON-EXCLUSIVITY; RETENTION OF RIGHTS. The License is provided to
Reseller on a non-exclusive basis. USAIS shall retain the right (A) to
license to other entities the rights to resell the Subscription
Services and to resell Content Access Services and (B) to market and
sell Subscription Services and Content Access Services, directly or
indirectly.
4.2 PROHIBITED RELATIONSHIPS. USAIS will not grant a license to resell the
Subscription Services or Content Access Services to any company listed
in Attachment 3. Reseller in turn will not enter into any Agreement or
establish any relationship with providers of content or services
similar to those offered by USAIS as described in this Agreement and
its attachments. Attachment 3 and the description of content and
services set forth in this Agreement may be changed or updated at any
time by a written amendment to this Agreement signed by both parties.
4.3 SUSPENSION OR TERMINATION OF USERS. USAIS retains the right to suspend
or terminate any, or all, user(s) of the USAIS Services and Content at
any time for misuse or abuse of the USAIS system. Misuse or abuse
includes, but is not limited to, exceeding a user's look-up/download
allowance, if any, by more than 25%, excessive or suspicious user
activity as determined by average usage statistics of Reseller's
customers base, reselling of USAIS Content or information in any form
and unauthorized distribution of login/account information or coded
query strings.
4.4 SUSPENSION FOR NONPAYMENT. Accounts may also be suspended from access
to the USAIS Services and Content if a subscriber's account is
delinquent for more than 30 days. In the event that USAIS determines
potentially harmful activity to USAIS Services or Content, attributed
to Reseller or Reseller's customers, USAIS reserves the right to
immediately notify and suspend individual or all Reseller accounts.
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5.0 Disclaimer
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USAIS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONTENT AND
SERVICES, EXPRESS OR IMPLIED (IN LAW OR IN FACT), ORAL OR WRITTEN, INCLUDING,
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES THAT MIGHT ARISE FROM COURSE OF
DEALING, USAGE OR CUSTOMARY INDUSTRY OR TRADE PRACTICES.
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6.0 Term
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The initial term of this Agreement shall commence on June 1, 2000 and shall
continue for a period of three years. This Agreement will be automatically
renewed for two one-year terms, unless either party notifies
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the other in writing of its intention not to renew the Agreement within ninety
(90) days prior to the expiration of the then-current term.
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7.0 Termination
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7.1 FOR CAUSE. In the event of any material breach of any term or provision
under this Agreement by either party hereto, the non-breaching party
may send a written notice explaining the nature of the breach to the
breaching party. If any breach is not cured within thirty (30) days
after the giving of the notice of breach, the non-breaching party may
immediately terminate this Agreement delivering written notice to the
breaching party. Notwithstanding anything to the contrary in this
Agreement, upon USAIS's receipt of notification of default from
Reseller and until USAIS cures the noted breach, the notice of default
is withdrawn or this Agreement is terminated, USAIS will waive the
restriction set forth in Section 4.2 prohibiting Reseller's ability to
use an alternate content provider to replace services not then
available from USAIS.
7.2 WITHOUT CAUSE. Either party may terminate this Agreement without cause
after the expiration of the initial term upon 90-days prior written
notice. If USAIS terminates without cause or does not renew this
Agreement, USAIS will, at Reseller's option, continue to provide the
licensed USAIS Content to Reseller for a term of one year from date of
termination at the same prices and terms set forth in this Agreement on
a month-to-month basis to service Reseller's existing customers as of
the date of termination. If Reseller terminates without cause or does
not renew this Agreement, Reseller shall not offer any services or
products that compete with the Subscription Services, Content Access
Services or USAIS Content for a period of one year from date of
termination.
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8.0 Obligations of USAIS
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8.1 QUALITY OF SERVICE; SALES REPRESENTATIVES. USAIS shall provide Reseller
access to the USAIS Services and Content at a level equal to the
service levels it provides for its own customers. USAIS will provide
access to the USAIS Services and Content to be shared by Reseller's
sales representatives for demonstration purposes. Each sales
representative of Reseller must agree to limit use of the USAIS
Services and Content to official business. Personal use, other than for
training purposes, is not permitted. Providing access to customers for
"trial purposes" is not permitted without prior written permission from
USAIS.
8.2 SUPPORT. USAIS will provide help desk support for Subscription Services
at a level equal to the service levels it provides for its own
customers. USAIS will provide technical support services for
Internet-based licensed USAIS Content to the technical staff of
Reseller.
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9.0 Obligations of Reseller
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9.1 PERFORMANCE. In addition to the obligations of Reseller set forth in
other provisions of this Agreement, Reseller shall have the following
obligations:
o Reseller shall perform the obligations set forth in the
attachments to this Agreement;
o Reseller, at its own expense, shall use reasonable efforts to
publicize the availability of and to promote and market the
USAIS Services and Content. Such efforts shall include,
without limitation, the demonstration of the Subscription
Services, where deemed appropriate.
o Reseller shall include a pre-approved display of the USAIS
company logo, company name or "Powered by USA Information
Systems" statement on all reports and documents delivered to
Reseller's customers and on Reseller's web site.
o Reseller shall complete and provide USAIS with a subscription
request form for each sale.
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o For sales of Subscription Services to multiple user
installations, Reseller must provide USAIS a key contact
within the customer's Information Systems department to assist
USAIS technical and support personnel.
o Reseller shall be responsible for ensuring that end user
equipment (Personal Computers) shall be compatible with the
configuration requirements provided by USAIS.
o Reseller shall be responsible for ensuring that end users are
fully aware and agree to comply with all USAIS terms and
conditions associated with USAIS Products, Content and
Services, whether now existing or hereafter developed.
9.2 Reseller shall also have the following obligations regarding charges to
end-users and payment:
o Reseller shall determine charges to end-users for USAIS
Services and Content.
o Reseller will make scheduled payments on USAIS Content license
fees as set forth in Attachment 2 of this Agreement.
o Reseller will be responsible for billing and collecting such
fees from its customers.
o Reseller will provide appropriate compensation to USAIS,
subject to NET 30 terms, for sales of any USAIS Subscription
Services.
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10.0 Ownership
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Reseller acknowledges and agrees that USAIS owns all proprietary rights,
including patent, copyright, trade secret, trademark and other proprietary
rights, in and to the USAIS Services and Content and any corrections,
enhancements, updates or other modifications to the USAIS Services and Content.
Reseller further acknowledges and agrees that, except as permitted by this
Agreement, it will not use for itself or license, publish, display, distribute
or otherwise transfer the USAIS Services and Content to a third party, or allow
a third party to use, license, publish, display, distribute or otherwise
transfer the USAIS Services and Content.
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11.0 Assignment
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USAIS may, without Reseller's prior written consent, assign or transfer this
Agreement as part of a corporate reorganization, consolidation, merger or sale,
provided the assignee assumes all of USAIS's obligations hereunder. Reseller may
assign or transfer this Agreement only with the prior written consent of USAIS,
which consent will not be unreasonably withheld.
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12.0 Indemnification
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Each Party agrees to indemnify and hold harmless the other Party, its officers,
agents, and employees, against any and all losses, (including court and
attorney's fees), liabilities, claims, demands, suits or causes of action,
resulting from any injury (including death) or damage to property or business
interest of third parties arising from or in any way connected with the service
provided hereunder.
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13.0 Limitation of Liability
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Notwithstanding any other provision of this Agreement, the liability of USAIS to
Reseller resulting from failure or inability to provide the USAIS Services and
Content shall be limited to credits, based on payment due, for interruptions of
access to Core Data longer then 48 hours. Other than such credits, Reseller's
sole remedy for failure or inability of USAIS to perform its obligations under
this Agreement shall be to terminate this Agreement. IN NO EVENT SHALL USAIS BE
LIABLE TO RESELLER OR TO ANY END USERS FOR ANY AMOUNTS REPRESENTING LOSS OF
PROFITS, LOSS OF BUSINESS,
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INDIRECT, SPECIAL EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM THE
PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR ANY ACTS OR OMISSIONS
ASSOCIATED THEREWITH OR RELATED TO THE USE OF ANY ITEMS OR SERVICES FURNISHED
HEREUNDER, WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUES, OR ANY OTHER LEGAL THEORY.
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14.0 Force Majeure
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Neither party hereto shall be considered in default in performance of its
obligations hereunder if performance of such obligations is prevented or delayed
by acts of God or government, or other events beyond the reasonable control of
the party. Time of performance of either party's obligations hereunder shall be
extended by the time period reasonably necessary to overcome the effects of such
occurrences, provided, however, that if such circumstances continue beyond sixty
(60) days, the party awaiting performance may cancel this Agreement.
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15.0 Dispute Resolution
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Any claim, controversy or dispute between the parties shall be resolved by
arbitration in accordance with the then current rules of the American
Arbitration Association. A single arbitrator engaged in the practice of law with
experience with computer and Internet legal issues shall conduct the
arbitration. The arbitrator's decision and award shall be final and binding and
may be entered in any court with jurisdiction.
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16.0 Governing Law
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This Agreement shall be governed by and construed in all respects in accordance
with the laws of the commonwealth of Virginia.
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17.0 Relationship of the Parties
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This Agreement does not create a partnership or joint venture among the parties,
and neither party will be an agent of the other. Neither party will have the
authority to bind the other party, except as set forth in this Agreement.
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18.0 Illegality
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Nothing contained in this Agreement will be construed so as to require the
commission of an act or payment of any compensation that is contrary to law or
to require the violation of any guild or union agreement applicable to this
Agreement, which may, from time to time, be in effect and by its terms be
controlling of this Agreement or either party. If there is any conflict between
any provision of this Agreement and any such applicable law or guild or union
agreement, the latter will prevail and the provision or provisions of this
Agreement affected will be modified to the extent (but only to the extent)
necessary to remove such conflict and permit compliance with such law or guild
or union agreement.
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19.0 No Waiver
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No waiver by any party of any failure by the other party to keep or perform any
covenant or condition of this Agreement will be deemed a waiver or any preceding
or succeeding breach of the same or any other covenant or condition.
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20.0 Entire Agreement
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This Agreement and its attachments contain the sole and only agreement of the
parties relating to the subject matter herein and sets forth the rights, duties
and obligations of each party to the other as of the date of this Agreement. Any
prior agreements, promises, amendments, negotiations or representations not
expressly set forth in this Agreement, whether written or oral, are of no force
or effect and are canceled and superceded by this Agreement.
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21.0 Amendment
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This Agreement may not be amended or changed, and no conduct of the parties will
be construed to amend or change this Agreement, except by a written instrument
duly executed by each party.
THE UNDERSIGNED PARTIES HEREBY AGREE TO THE TERMS, CONDITIONS AND ATTACHMENTS OF
THE USAIS CONTENT LICENSE AND RESELLER AGREEMENT.
PARTSBASE.COM, INC. USA INFORMATION SYSTEMS, INC.
By /s/ ROBERT HAMMOND By /s/ STEPHEN M. MURDOCK
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Robert Hammond Stephen M. Murdock
President President
Date: Date:
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