REPUBLISHING AGREEMENT
THIS REPUBLISHING AGREEMENT dated as of May 16, 2000.
BETWEEN:
Earthramp.com Communications
having an office at
601-889 W. Pender St.
Vancouver, B.C.
("Licensor")
AND:
Global Securities Corporation
having an office at
1100-595 Burrard St.
Vancouver, B.C.
V7X 1C4
("Global Securities Corp.")
(each of Earthramp.com Communications and Global Securities Corp. are referred
to herein as a "Party")
WHEREAS:
(1) Licensor is the owner or licensee of the copyright and other
intellectual property rights in and to certain financial content more
particularly described in Schedule A attached hereto (the "Material");
(2) Global Securities Corp. owns, operates and maintains a web site
with a universal record locator ("URL") of www.globalsec.com (the "Global
Securities Site");
(3) Licensor desires to grant to Global Securities Corp. , and Global
Securities Corp. desires to accept from Licensor, the right to republish the
Material, in whole or in part on the Global Securities Corp. Site.
NOW THEREFORE the Parties have agreed to the following terms and conditions:
1. License. Licensor hereby grants to Global Securities Corp. a
non-exclusive, world-wide license for the term set out below to use the Material
subject to the following provisions. The License granted pursuant to this
Section 1 shall include the non-exclusive right to publish, publicly display and
otherwise exploit and utilize, the Material, and all or any portions,
adaptations or updates thereof.
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2. Delivery. Licensor shall provide Global Securities Corp. the
Material at such times and in such formats as are set forth in Schedule A. The
Parties may agree to add to the Material by executing an additional document in
the form of Schedule A and upon execution, such document shall constitute an
addition or other modification to the Agreement and shall be subject to all the
terms hereof.
3. Content and Style. Licensor shall be the exclusive owner of the
Material and all intellectual property rights related thereto. Global Securities
Corp. covenants that it shall not, either during the term of this Agreement or
thereafter, directly or indirectly, contest, or assist any third party to
contest, Licensor's ownership of the Material. Notwithstanding the foregoing,
neither Party shall be responsible for the content of the other Party's web
site.
4. Linking. Global Securities Corp. shall display a logo, no larger
than 164 pixels in width and 35 pixels in height, supplied by Licensor and hyper
linked to a URL specified by Licensor (the "Link Logos") on every page of the
Global Securities Corp. Site containing the Materials. The placement Link Logos
shall be at Global Securities Corp's reasonable discretion.
5. Trade-Mark License.
(a) Licensor hereby grants to Global Securities Corp. a world-wide,
non-exclusive, non-transferable, limited license to use the trademark
"EARTHRAMP.COM", which trademark has been applied for by Licensor, and such
other trademarks, trade names and service marks as may be registered, licensed
or used by Licensor from time to time (collectively, the "Marks"), provided that
Global Securities Corp.'s use of the Marks is limited to the creation of
hyperlinks (the "Links") on the Global Securities Corp. Site to the web site of
Licensor, as contemplated herein. A hyperlink to Licensor's web site which is
represented on the Global Securities Corp. Site by use of the Marks, or any of
them, shall be known herein as a "Link Logo".
(b) Global Securities Corp. agrees that:
(i) it will not alter the appearance of the Licensor's Marks;
(ii) it will use only the approved graphical image of the Link Logo
supplied by Licensor;
(iii) the Link Logos may not be reduced in size beyond the size
electronically provided by Licensor provided, however that Link Logo shall not
be larger in size than 164 pixels wide and 35 pixels high;
(iv) the Link Logo must stand by itself and must include a minimum
amount of [30] pixels of empty space around it so as to avoid unintended
associations with other objects, including without limitation, type,
photography, borders and edges;
(v) it will comply with any other reasonable usage policies concerning
the Marks established by Licensor from time to time, provided that such policies
do not conflict with the provisions of this Agreement;
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(vi) all goodwill associated with the Marks as contemplated herein
shall accrue to Licensor;
(vii) it will not use any other logos, slogans, copyrighted material or
trademarks of Licensor other than as set forth herein;
(viii) it will not use the Marks, or any of them, as a feature or
design element of another trademark, trade name or service mark;
(ix) it will not display the Link Logos on the Global Securities Corp.
Site more prominently than the trademarks, trade names or service marks
associated with its own products or services; and
(x) the Global Securities Corp. Site will include a notice to the
effect that the trademarks, trade names and service marks licensed by Global
Securities Corp. are the trademarks, trade names or service marks (as the case
may be) of others, and are used under license from the owner of such trademark,
trade name or service mark.
(c) Global Securities Corp. acknowledges Licensor's world-wide ownership of
the Marks and will not contest such ownership.
6. Approvals. The initial location and appearance, and any subsequent
change in location or appearance, of the Link shall be subject to prior
approval by Licensor which approval may be conditional upon the inclusion of
notices or statements as required by Licensor.
7. Appropriate Conduct. Neither Party will use the Link Logos in any
manner that implies sponsorship or product endorsement by the other Party.
Neither Party will place the other Party's web pages in a "frame" within its own
site, or otherwise cause a user's browser to frame the other Party's web site
such that both Party's sites appear on the same screen, without prior written
permission from the other Party. Subject to the foregoing, each Party reserves
the right to alter, modify or discontinue its web site at any time.
8. Content. Each Party acknowledges and agrees that to the best of its
knowledge, its web site shall not contain, or link to other web sites which
contain, any of the following types of material (whether by pictures, graphics,
code or written or other content):
(i) any material which violates or infringes on any copyright,
trademark, trade secret, patent, statutory, common law or other proprietary
intellectual property rights of others;
(ii) any material which infringes on the privacy rights of the other
Party, or any third party;
(iii) any material which violates any applicable local, provincial,
state, national or international law, regulation or treaty;
(iv) any material that is or may be considered libellous or slanderous;
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(v) any material which is pornographic, or may otherwise be considered
offensive or obscene; or
(vi) distribution lists to be used via unsolicited email or other mass
electronic mailings.
9. Warranties.
(a) Global Securities Corp. represents and warrants to Licensor that:
(i) it has duly registered the domain name of its respective web site
with all applicable authorities and possesses all rights necessary to use such
domain name, and
(ii) the content and material (other than the Material) which it has
placed on its web site to the best of Global Securities Corp's knowledge does
not infringe upon or violate any:
A. copyright, patent, trade-mark or proprietary right of a third
party, or
B. any applicable law, regulation or non-proprietary third-party
right
(b) Licensor represents and warrants to Global Securities Corp. that:
(i) it has duly registered the domain name of its web site or web sites
with all applicable authorities and possesses all rights necessary to use such
domain name or names;
(ii) the Material does not infringe upon or violate any:
A. copyright, patent, trade-mark or proprietary right of a third
party, or
B. any applicable law, regulation or non-proprietary third-party
right; and
(iii) the Marks are owned or licensed by Licensor, and that Licensor
has full right, title and authority to license the Marks in the manner
contemplated herein.
10. Notices. Licensor acknowledges and agrees that any of the Material
displayed on the Global Securities Corp. Site shall be accompanied by a URL link
to a legal notice and disclaimer of such form and content as solely determined
by Global Securities Corp., and without limiting the generality of the
foregoing, containing language to the effect that Global Securities Corp.
disclaims all liability to the accuracy or timeliness of the Material.
11. Indemnity. Each Party (the "First Party") agrees to indemnify,
defend and hold harmless the other Party and its directors, officers, employees
and agents from any and all actions, claims, costs, damages, demands, expenses,
liabilities, losses and suits (including reasonable legal fees) arising from, in
whole or in part:
(i) a misrepresentation contained in one or more of the warranties,
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(ii) a claim that the First Party's Link Logos infringe or violate the
intellectual property rights of a third party, or
(iii) any acts or omissions of the First Party or its employees or
agents in performing under this Agreement.
12. Term and Termination.
(a) This Agreement shall commence on the date first written above, and
remain in effect for the period of one year after which the term shall be
reviewed automatically for additional one year periods unless either party gives
written notice not to renew no later than 60 days before the end of the
then-current term. In the event that either Party has breached a material
provision of this Agreement and such breach is not cured within 5 business days
after receipt of notice of such breach from the First Party, the other Party may
terminate this Agreement immediately thereafter by written notice.
(b) Upon termination of this Agreement:
(i) Global Securities Corp. shall immediately remove all Link Logos
from its Web site; and
(ii) Global Securities Corp. will delete the Materials from the Global
Securities Corp. Site and cease offering visitors to the site access to the
Materials as soon as reasonable; and
(iii) neither Party shall under any circumstances provide any link from
its web site to the other Party's web site; nor shall either Party represent or
otherwise take any action which could be reasonably construed as suggesting that
such Party has any relationship with or is otherwise associated with the other
Party.
13. Limitation of Liability. Neither Party shall be liable to the
other Party for any special or punitive damages, damages for lost profits or
revenues, or for any other types of economic loss or consequential damages.
14. Confidential and Restricted Information.
(a) Each Party acknowledges that a Party (the "Discloser") may disclose to
the other Party (the "Recipient"), or allow the Recipient access to, trade
secrets and other information, in the possession of the Discloser and owned by
the Discloser or entities affiliated, associated or related to the Discloser, or
by their respective suppliers, customers or other business partners, that is not
generally known to the public including, without limitation, financial
information, legal, corporate, marketing, product, technical, personnel,
customer and supplier information and any other information, in whatever form or
media, specifically identified as confidential by the Discloser, or the nature
of which is such that it would generally be considered confidential in the
industry of the Discloser, or which the Discloser is obligated to treat as
confidential or proprietary (collectively, "Confidential Information"). The
Recipient acknowledges that this information is of significant value to the
Discloser.
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(b) The non-disclosure obligations of the Recipient under this Section 12
shall not apply to Confidential Information which the Recipient can establish:
(i) is, or becomes, readily available to the public other than through
a breach of this Section;
(ii) is disclosed, lawfully and not in breach of any contractual or
other legal obligation, to the Recipient by a third party; or
(iii) through written records, was known to the Recipient, prior to the
date of first disclosure of the Confidential Information to the Recipient by the
Discloser.
(c) The Recipient acknowledges that Confidential Information is and shall be
the sole and exclusive property of the Discloser or its designate and that the
Recipient shall not acquire any right, title or interest in or to any
Confidential Information.
(d) The Recipient shall keep all Confidential Information strictly
confidential and shall take all necessary precautions against unauthorized
disclosure of the Confidential Information during the term of this Agreement and
thereafter. Without limitation, the Recipient shall not, and shall take all
reasonable steps to ensure that its employees do not, directly or indirectly,
disclose, allow access to, transmit or transfer the Confidential Information to
a third party without the Discloser's consent, or use or reproduce Confidential
Information, in any manner, except as reasonably required to fulfill the
purposes of this Agreement. Notwithstanding the foregoing, to the extent that
the Recipient can establish it is required by law to disclose any Confidential
Information, it shall be permitted to do so, provided that notice of this
requirement to disclose is first delivered to the Discloser, so that it may
contest this potential disclosure. The Recipient shall ensure that all copies of
Confidential Information are clearly marked, or otherwise identified as
confidential and proprietary to the Discloser, and are stored in a secure
location while in the Recipient's possession, control, charge or custody.
(e) Notwithstanding any other provision of this Section 12 or any other term
of this Agreement, there is certain information which either Party may be
prohibited by law from disclosing to third parties including, without
limitation, financial and personal information relating to its customers
(collectively, "Restricted Information"). Each Party therefore covenants and
agrees that it shall not either directly or indirectly take any steps or actions
which result in or which could have the effect of resulting in the other Party
having access to any Restricted Information and each Party shall take all
reasonable steps to ensure that none of its employees or users of the Global
Securities Corp. Site or Licensor's web site, as the case may be, obtains access
to any Restricted Information.
15. General.
(a) Entire Agreement. This Agreement and all schedules hereto constitute
the entire agreement and understanding between the Parties on the subject hereof
and supersedes any and all prior oral or written agreements, statements,
representations, warranties or understandings by any Party, and all of which are
merged herein and superseded hereby. Neither Party shall be bound by any
definition, warranty, condition or representation other than as expressly set
forth in this Agreement or as may be set forth in a writing signed by the Party
to be bound thereby. This Agreement may not be modified except by a written
agreement signed by the Parties hereto.
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(b) Interpretation. In construing this Agreement or determining the rights
of the Parties hereto, no Party shall be deemed to have drafted or created this
Agreement.
(c) Governing Law. This Agreement is made and entered into under the laws
of the Province of British Columbia, and all federal laws applicable therein,
and the Parties agree to submit to the exclusive jurisdiction of the Courts of
the Province of British Columbia.
(d) Severability. The provisions of this Agreement are severable, and if
any one or more provisions is determined to be illegal, indefinite, invalid or
otherwise unenforceable, in whole or in part, the remaining provisions of this
Agreement shall continue in full force and effect and shall be binding and
enforceable.
(e) Assignment. Neither this Agreement nor any right or duty hereunder
shall be assignable or delegable by either Party without the express consent of
the other Party, and nothing in this Agreement, express or implied, is intended
to confer upon any person other than the Parties hereto any rights or remedies
under or by reason of this Agreement. This Agreement shall be binding upon and
shall inure to the benefit of the Parties hereto and their respective heirs,
administrators, executors, legal representatives, successors in interest and
permitted assigns.
(f) Waiver. No waiver of any provision of this Agreement shall be deemed to
be or shall constitute a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the Party making the waiver. The failure of any
Party to object to any act, omission or breach by the other Party or to declare
the other Party in default, irrespective of how long such failure continues,
shall not constitute a waiver by such Party of any rights or remedies hereunder
or otherwise provided at law or in equity.
(g) Notices. All notices, requests, demands and other communications to be
given hereunder shall be in writing and shall be deemed to have been duly given
on the date of personal service or on the fifth day after mailing by certified
or registered mail or on the date sent by facsimile addressed to the Parties at
the addresses noted on page one or at such other address as either Party may
hereafter indicate by appropriate notice.
(h) Independent Contractors. Nothing in this Agreement shall operate to
create an employment, agency, joint venture or similar relationship between the
Parties.
(i) No Agency. Nothing in this Agreement creates a relationship of agency,
partnership, joint venture, or the like between the Parties, and neither Party
shall be entitled to, or purport to, bind or represent the other Party. Neither
Party shall do or allow any act which would imply apparent authority to act for
the other Party.
(j) Time of the Essence. Time is of the essence in this Agreement and in
the performance of the Parties' respective obligations hereunder.
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IN WITNESS WHEREOF the Parties have signed this Agreement as of the date first
above written.
Global Securities Corporation Earthramp.com Communications
By: /s/ Douglas Garrod By: /s/ Paul Dickson
----------------------- -------------------
Name: Name:
Title: Title:
Date: May 12, 2000 Date: May 16, 2000
<PAGE>
SCHEDULE A
MATERIAL
The latest commercially available version of the following content is added and
made subject to the certain Republishing Agreement dated as of
_________________________ between Earthramp.com Communications and Global
Securities Corp. (the "Agreement") and shall constitute Material (as that term
is defined in the Agreement):
Web Site Title: www.globalsec.com
Publisher: Global Securities Corporation
Financial Content Description:
24 variable delayed (not exceeding 20 minutes) stock quotes data
Customizable Line Charts (including but not limited to intra-day, 1 week, 3
month, 1 and 2 year, max time)
Streaming Ticker
Portfolio Tracker
Most Actives of each index
Symbol Lookup
Delayed News Headlines
Indices and corresponding Line Charts
Historical Data News
Historical Quotes
Corporate Capsules
Real Time Streaming Quotes
Real Time Financial News
10GB of bandwidth.
Cost:
Set-up fee $500
All delayed data $750 per month
Real Time data $50 per user, per month including all Canadian exchange fees and
the NYSE, NASDAQ and AMEX
Additional cost are as follows: $20 per GB of bandwith.
Any additional services required by Global Securities Corp. from Earthramp.com
will be billed to Global Securities Corp. at a rate of $99 per hour.
All costs in Canadian currency.
