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EXHIBIT 3.11
Wiredinn.com/ Cinema Internet Networks, Inc.
License and Service Agreement
THIS AGREEMENT is entered into this 26th day of October, 2000, by and between
Wiredinn.com, LLC., a United States limited liability corporation, having a
principal office at 5300 Town & Country Blvd., Suite 310, Frisco, Texas 75034
USA ("Wiredinn"), and Cinema Internet Networks, Inc., a Canadian corporation,
with offices at Suite 320, 1333 Johnston Street, Pier 32 Building, Vancouver, BC
V6H 3R9 ("CWK").
W I T N E S S E T H:
WHEREAS, Wiredinn is engaged in the business of providing electronic guest
services to hotels for the convenience of hotel guests; and
WHEREAS, CWK desires to install and implement the hardware and software required
for high-speed Internet access "HSIA" for Wiredinn Customers thereby giving them
the ability to provide guest services through Wiredinn's electronic interface;
and
WHEREAS, Wiredinn and CWK believe it is in their mutual interest and desire to
enter into an agreement whereby Wiredinn would use CWK's installation services
to provide their Customer's guests access to hotel services on Customer's
premises pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of
this Agreement, the parties hereto agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the terms defined in this Section have the
following associated meanings:
A. "Customer" means any hotel or multiple-dwelling unit that is receiving
services to Installed Rooms from either CWK (exclusive of Sprint Canada) or
Wiredinn, as the case may be, during the term of this Agreement.
B. "Other Customer" (OC) means a Wiredinn portal customer generated by Sprint
Canada or other Wiredinn consortium member in the Territory.
C. "Installed Room" means a hotel guest room or multiple-dwelling unit with
fully operational high-speed Internet access utilizing the Portal through a
television, laptop, or other computing device connectivity.
D. "Internet" means the worldwide network of computers that includes the World
Wide Web.
E. "Portal" means any embodiment, including human and machine interfaces, of
Wiredinn's electronic guest services.
F. "Territory" shall mean the countries of the United States of America and
Canada. The parties agree that additional territories may be assigned to CWK
subject to mutual agreement.
G. "Effective Date" means the date specified in the first paragraph of this
Agreement.
H. "HSICE" means High-Speed Internet Customer Equipment and refers to the
Hardware described in Schedule A installed at the Customer or Other Customer
premises. Also referred to as "Equipment" in this agreement.
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I. "Wiredinn Portal Service Agreement" (See Schedule C attached). The Customer
agreement allowing Wiredinn to provide portal services to the Customers'
guests using the HSICE.
J. "Premise" means the buildings where HSICE is installed to provide HSIA and
the Wiredinn portal to Customer guests.
K. "Site Survey" is a detailed assessment of a hotel's cabling infrastructure,
Main Distribution Frame(s), Intermediate Distribution Frame(s), PBX room,
server room, and structural particulars. A site survey also includes two or
three equipment solutions that could be used to install HSIA throughout the
hotel.
2. LICENSES
A. Wiredinn hereby grants to CWK, for the Term of this Agreement, and any
extension, the right of first refusal to provide installation services as set
forth in Schedule "A" to Wiredinn's Customers within the Territory, as CWK
agrees to provide. Additionally, CWK shall have license to deliver and
provide the Portal and other products and services set forth in Schedule "A"
to Customers within the Territory.
B. CWK hereby grants to Wiredinn, for the Term of this Agreement, and any
extension, the right of first refusal to provide portal services as set forth
in Schedule "A" to CWK's Customers within the Territory.
C. The grant of rights pursuant to the clauses above shall terminate on the date
of termination of the Agreement and revert to the party granting such rights.
3. TERM
This Agreement shall extend for a period (the "Term") of five (5) years from the
effective date hereof, and thereafter, shall be automatically renewed for one-
year periods, unless, on or before 90 days prior to the anniversary date, either
party gives written notice to the other party of its election not to renew this
Agreement for an additional one-year period, in which event this Agreement shall
terminate at the end of the period in which such notice was given; This Term is
subject to the termination provisions set forth in Sections 13 and 22 and the
post termination provisions set forth in Section 14.
4. EQUTIY DISTRIBUTION
A. Wiredinn Equity Distribution
1. Commencing effective upon the date of the conversion of Wiredinn from a
Texas Limited Liability Corporation into a C Corporation under the laws
of the State of Texas, as compensation for CWK causing Customers to
enter into contracts with Wiredinn and for facilitation of the creation
of Installed Rooms, Wiredinn shall assign equity, in the form of Class B
non-voting common stock in Wiredinn.com ("Shares"), to CWK [*] as
follows:
[*]
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* Information omitted pursuant to a request for confidential treatment.
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3. The Shares issued to CWK pursuant to clauses A and B above shall be
adjusted accordingly in the event Wiredinn declares a splitting of Shares.
4. The Shares have not been, and will not be, registered under the
Securities Act of 1933 and are being issued by reason of a specific
exemption from registration under the laws of the United States which
depends upon, among other things, the bona fide nature of the investment
intent of CWK and its express representation that it is an "Accredited
Investor" within the meaning of Regulation D, Rule 501(a), promulgated by
the Securities and Exchange Commission of the United States. The Shares
must be held indefinitely unless subsequently registered under the
Securities Act or unless an exemption is available. Certificates
representing the Shares shall bear a legend evidencing the aforementioned
restrictions on transferability.
5. CWK shall be entitled to convert the Shares into the identical class
of stock to be issued in any initial public offering in the event that
Wiredinn conducts an IPO; provided that the conversion shall be made
simultaneously with the closing of such IPO and such Shares shall be
accorded thereupon the same rights and privileges as accorded to shares of
Class A voting stock of Wiredinn in connection with such IPO. In the event
of the sale of all or substantially all of the other shares of common stock
of Wiredinn in which there results a change in the direct or indirect
control of Wiredinn to any party other than an affiliate (as that term is
defined in the Securities Exchange Act of 1934) of Wiredinn, TIV, David
Larsen or any trust created by any of such parties, then CWK shall be
entitled to convert the Shares into the identical class of stock as is
being sold in such transaction and to participate in such sale on a pro
rata basis on terms substantially identical to those pertaining to the
other shares.
6. When issued, the Shares shall be free from all liens, charges,
mortgages, pledges and other encumbrances whatsoever and will have all
rights attaching thereto including any dividend or distribution thereafter
declared, paid or made.
7. Wiredinn hereby warrants that it is a limited liability corporation
validly existing under the laws of The United States and that the
execution, delivery and performance of this obligation shall not result in
a violation or breach of any term of any outstanding agreement binding on
Wiredinn or of any provision of any document prescribing its powers and/or
authority.
8. Wiredinn further warrants that the execution, delivery and performance
of this obligation and consummation of the transactions contemplated herein
shall not (i) violate any provisions of law,
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statute, rule or regulation to which Wiredinn is subject; (ii) violate any
judgment, order, writ, injunction, or decree of any court applicable to
Wiredinn; or (iii) have any adverse effect on Wiredinn's compliance with
any law, statutes, rules or regulations, orders, decrees, licenses,
permits, or authorizations.
5. OWNERSHIP of SOFTWARE and HARDWARE
A. CWK acknowledges that as between the parties hereto the software products set
forth in Schedule "A" are the exclusive property of Wiredinn and that CWK has
no rights in the foregoing except those expressly granted by this Agreement.
CWK shall not knowingly remove, alter, cover, or obfuscate any copyright
notice or other proprietary right notice placed in or on machine language or
human readable form. Content, if any, provided by CWK is and will remain the
exclusive property of CWK.
B. It is likely that the Customer will either purchase, lease, or rent the HSICE
or similar equipment which will allow the Wiredinn portal to be accessed from
the Customer Premise.
1. Should the Customer lease the Equipment, the parties agree that CWK shall
have the rights and responsibilities of ownership during the term of the
lease, pay the lessor any residual value associated with the lease to take
title to the Equipment and be solely responsible for the maintenance and
replacement of the Equipment during the Term of the Customer's Wiredinn
Portal Service Agreement.
2. Should the Customer rent the Equipment, the parties agree that CWK shall
have the rights and responsibilities of ownership during the term of the
rental agreement and be solely responsible for the maintenance and
replacement of the Equipment during the Term of the Customer's Wiredinn
Portal Service Agreement.
6. WIREDINN'S OBLIGATIONS
A. Beginning upon the Effective Date of this Agreement, Wiredinn shall meet with
and provide CWK with specifications set forth in Schedule "A" relating to the
installation and operation of hardware, software, equipment, materials,
designs, methods, layout, and the like that CWK will require in order to
provide installation services for the Customers.
B. Wiredinn will provide a standard template Portal including Customer-specific
information, as set forth in Schedule "A" that Customer's guests may access
as of the date of the availability of Installed Rooms in a specific hotel;
provided however that not later than 30 days prior to such time, CWK or
Wiredinn's Customer shall have provided Wiredinn with initial Customer-
specific information in conformity with Schedule "A".
C. Wiredinn shall also provide, at no cost to CWK, such technical and other
qualified personnel for delivering the Portal to Customers.
D. Wiredinn represents and warrants that it has the right and power to grant the
licenses granted herein and that there are no other agreements with any other
party in conflict with such grant.
E. Wiredinn further represents and warrants that it has no knowledge that the
Portal infringes any valid rights of any third party.
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7. CWK's OBLIGATIONS
A. CWK will provide installation services to all Customers in a manner
consistent with the same standard currently practiced by CWK.
B. CWK will perform HSIA installations to the technical specifications agreed
to by CWK and Wiredinn.
C. CWK will provide HSICE that meets Wiredinn portal performance
specifications.
D. CWK shall install and maintain a network infrastructure to support delivery
of the Portal on Customer's premises according to Wiredinn's specifications
set forth in Schedule "A". Furthermore, the Parties agree that circumstances
beyond CWK's control may affect some HSICE performance guidelines.
E. CWK shall be responsible for paying all taxes resulting from or associated
with installation, maintenance and sales of HSIA equipment and service to
the Customer.
8. MUTUAL OBLIGATIONS
A. Notwithstanding the provisions of Section 2, Wiredinn grants CWK the right
of first refusal, for installations of the LAN connectivity within the Territory
that are secured by Wiredinn. This right shall be exercisable by CWK within 7
days of completion of a thorough CWK/Wiredinn Customer site survey performed as
per Schedule A.2. of this agreement. Should CWK exercise its right, CWK shall
make such installations according to the same terms and schedules contained in
the Customer service agreements secured by Wiredinn and CWK.
B. CWK and Wiredinn will each bear their respective general business costs and
expenses of the transaction contemplated hereby arising out of the obligation of
this Agreement other than as set out in Schedule "A".
C. CWK may suggest content for inclusion on the Wiredinn Portal. Inclusion of
suggested content is subject to Wiredinn's sole discretion.
9. EQUIPMENT
Where applicable, at the request and expense of CWK, Wiredinn shall supply and
cause to be supplied to CWK such necessary equipment and other materials as are
available to Wiredinn. Prices of the equipment and other materials from and
through Wiredinn shall be on terms established by or through Wiredinn as agreed
upon by CWK.
10. TECHNICAL INFORMATION
Wiredinn represents that the technical information and assistance relating to
the Portal conveyed under this Agreement shall be of the same standard currently
practiced by Wiredinn.
11. CONFIDENTIALITY
Each party agrees to the Non-Disclosure Agreement attached as Schedule B.
12. PERMITS AND REGULATIONS AND INSURANCE
A. This Agreement is subject to the obtaining of all necessary permits required
by the laws of the Territory. CWK shall take all steps necessary for
obtaining from the appropriate governmental authority all approvals and
permits necessary to carry out the terms of this Agreement, as it pertains
to installing the
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network infrastructure required to serve the Portal. To the extent
necessary, to fulfill the Agreement, each party will comply with all laws in
the Territory.
B. Each party shall cooperate with the other relative to supplying any
information and material necessary for the approvals and consents of the
appropriate governmental authorities.
C. CWK shall carry such insurance as common in the industry for performing
installation of HSICE. Wiredinn shall be unconditionally indemnified from
CWK's work and responsibilities with Customers under this agreement.
13. TERMINATION
The following termination rights are in addition to the termination rights that
may be provided elsewhere in the Agreement:
A. Immediate Right of Termination. Either party shall have the right to
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immediately terminate this Agreement by giving written notice to the other in
the event that the other files a petition in bankruptcy or is adjudicated as
bankrupt or insolvent, or makes an assignment for the benefit of creditors or an
arrangement pursuant to any bankruptcy law, or if either party discontinues or
dissolves its business or if a receiver is appointed for either party or for
either party's business and such receiver is not discharged within 120 days.
B. Right to Terminate upon Notice. Either party may terminate this Agreement on
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thirty (30) days' written notice to the other party in the event of a breach of
any provision of this Agreement by the other party, provided that, during the
thirty (30)- day period(s) following breach, the breaching party fails to cure
such breach.
14. POST TERMINATION RIGHTS
Upon the expiration or termination of this Agreement, all rights granted to both
parties under this Agreement shall forthwith terminate and immediately revert to
the granting party. CWK shall continue to supply network maintenance services
where CWK is still under contract to provide Customers with network maintenance
services. Wiredinn shall continue to provide portal services to Customers for
the term of a Customer's Wiredinn portal service agreement.
15. INDEMNITY
A. CWK agrees to defend, indemnify and hold Wiredinn, and its officers,
directors, agents, and employees, harmless against all costs, expenses, and
losses (including reasonable attorney fees and costs) incurred through
claims of third parties against Wiredinn based on a breach by CWK of any
representation or warranty made in this Agreement.
B. Wiredinn agrees to defend, indemnify, and hold CWK, and its officers,
directors, agents, and employees, harmless against all costs, expenses and
losses (including reasonable attorney fees and costs) incurred through
claims of third parties against CWK based on a breach by Wiredinn of any
representation or warranty made in this Agreement.
16. NOTICES
A. Any notice required to be given pursuant to this Agreement shall be in
writing and mailed by certified or registered mail, return receipt
requested, or delivered by an international overnight express service,
facsimile, or electronic mail.
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B. Either party may change the address to which notice or payment is to be sent
by written notice to the other party pursuant to the provisions of this
paragraph.
C. Notice will be deemed to have been received within 10 days if sent certified
or registered mail, return receipt requested, within 3 days if sent
international overnight express service, within 48 hours if sent via
facsimile or electronic mail.
D. Notices shall be sent to:
Wiredinn.com Inc. CinemaWorks
David Larsen (or CEO) Bill Massey (or CEO)
5300 Town & Country Blvd. 1333 Johnston Street
Suite 310 Suite 320
Frisco, TX 75034 Vancouver, B.C. V6H 3R9
Email: [email protected] Email: [email protected]
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Fax: (972) 624-1028 Fax: 604-602-1290
17. CHOICE OF LAW
This Agreement shall be governed by and interpreted pursuant to the laws of the
United States of America. Should Wiredinn and CWK not be able to resolve a
conflict arising from this Agreement, they agree to submit to binding
arbitration held in Dallas, Texas.
18. AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the parties
hereto, and their heirs, administrators, successors, and assigns.
19. WAIVER
No waiver by either party of any default shall be deemed as a waiver of any
prior or subsequent default of the same or other provisions of this Agreement.
20. SEVERABILITY
If any provision hereof is held invalid or unenforceable by a court of competent
jurisdiction, such invalidity shall not affect the validity or operation of any
other provision and such invalid provision shall be deemed to be severed from
the Agreement.
21. ASSIGNABILITY
The licenses granted hereunder are personal to either party and may not be
assigned, except with the written consent of the other party (not to be
unreasonably withheld or delayed), by any act of either party or by operation of
law unless in connection with a transfer of substantially all the assets of
either party.
22. FORCE MAJEURE
No party shall be responsible for delays in or failure of performance of this
Agreement due to force majeure, including any act of God, common enemy,
governmental action, natural disaster, strikes or other delays beyond the
reasonable control of the affected party. Such a delay or failure shall not
constitute default. If any of these causes continues to prevent or delay
performance for more than ninety (90) days, either party may terminate this
Agreement effective immediately upon written notice to the other party.
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23. INTEGRATION
This Agreement constitutes the entire understanding of the parties, and revokes
and supersedes all prior agreements between the parties and is intended as a
final expression of their Agreement. It shall not be modified or amended except
in writing, signed by the parties hereto, and specifically referring to this
Agreement. This Agreement shall take precedence over any other documents that
may be in conflict therewith.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have each caused to be affixed hereto its or his/her hand and seal the day
indicated.
Wiredinn.com, LLC Cinema Internet Networks, Inc.
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By: /s/ William Massey By: /s/ David Larsen
------------------------------- --------------------------------
Title: CEO Title: CEO
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Date: October 27, 2000 Date: October 26, 2000
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SCHEDULE A
To
Wiredinn.com/CWK
License and Service Agreement
DATED ____________
1. Schedule of Wiredinn Installation Components
Standard Portal Template Description
The Wiredinn Portal is an Internet web site that includes local, regional and
international news, business services, travel, sports, entertainment and buying
opportunities.
In the case of a hotel Customer, the Portal will feature the hotel and the
hotel's concierge information The Wiredinn Portal includes a default page for
every guest who uses Customer's Internet access, whether in a hotel guestroom
(for both TV and computing device access), meeting room, or the business center.
As a guest connects, the Wiredinn Portal default page is the initial page the
user sees.
Hotel-Specific Content
The Wiredinn Portal will provide specific hotel content, including:
A. A hotel-specific graphic (which may include a logo and/or photo) of 130
pixels wide by 160 pixels tall, which must be provided by the hotel.
B. Hotel Guest Services
1. Guest Services Introduction (copy limited to 500 characters)
2. Headline (100 characters maximum)
3. Description (200 characters maximum)
4. Service Phone Number/extension
5. List Order (where item will be listed on page)
C. Hotel Business Services
1. Business Services Introduction (copy limited to 500 characters)
2. Headline (100 characters maximum)
3. Description (200 characters maximum)
4. Service Phone Number/extension
D. List Order (where item will be listed on page)
1. Recreation Introduction (limited to 500 characters)
2. Headline (100 characters maximum)
3. Description (200 characters maximum)
4. Service Phone Number/extension
5. List Order (where item will be listed on page)
E. Hotel Dining & Entertainment
1. Hotel Dining & Entertainment Introduction (limited to 500 characters)
2. Headline (100 characters maximum)
3. Description (200 characters maximum)
4. Service Phone Number/extension
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5. List Order (where item will be listed on page)
F. Hotel Meeting & Conference Facilities
1. Introduction on hotel Meeting/Conference Facilities (limited to 500
characters)
2. Overview of audio/visual equipment support (limited to 160 characters)
3. Banquet Office Phone extension
4. Banquet Office Fax
5. Meeting Room Names (100 characters maximum)
6. Meeting Room Descriptions (200 characters maximum)
7. Meeting Room Size and Size Units (square meter or feet)
8. Banquet capacity
9. Theatre capacity
G. Hotel Room Information/Reservations
1. Introduction on hotel rooms (limited to 500 characters)
2. Reservation Hotline number
3. Guest Room Types/Names (100 characters maximum)
4. Room Description (200 characters maximum)
5. List Order (where item will be listed on page)
H. Hotel Location and Contact Information
1. Hotel Name
2. Address (up to four lines of address information)
3. Telephone Number
4. Fax Number
5. Web site URL
6. Email Address
7. History (limited to 1000 characters)
Also if applicable this page will contain the following hotel corporation
information:
1. Corporation Name
2. Corporation Description (limited to 200 characters)
3. Address (up to four lines of address information)
4. Toll-Free Number
5. Fax Number
6. Email Address
7. Web site URL
I. Hotel Concierge Information
1. Guest Assistance
The entries in this section will include information regarding directions,
transportation, protocol, concierge services, etc. The total number of
entries will be limited to 10. For each assistance entry, the following
information will be provided:
a) Header (limited to 100 characters)
b) Copy (limited to 500 characters)
c) List Order (where item will be listed on page)
2. Concierge Favorites (i.e. restaurants, plays, entertainment, etc.) The
entries in this section will contain concierge recommendations of things
to do. The total number of entries will be limited to 10. For each entry
the following information will be provided:
a) Name of Attraction (limited to 100 characters)
b) Description (limited to 500 characters)
c) Address/Contact Information (limited to 100 characters)
d) List Order (where item will be listed on page)
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e) Directions (limited to 1000 characters) - this information will be
available by clicking on a "directions" sublink. If there is no direction
information, the link will not be displayed.
3. Guest Frequently Asked Questions
The entries in this section will contain answers to questions frequently
asked by the hotel guests. The total number entries will be limited to 20.
For each entry the following information will be provided:
a) Question (limited to 160 characters)
b) Answer (limited to 500 characters)
c) List Order (where item will be listed on page)
4. Connect with Concierge
The following information will be provided on this page:
a) Concierge profile (limited to 1000 characters)
b) Concierge location
c) Concierge phone number
d) Concierge hours
2. Hardware Guidelines and Installation Specifications
A. Site survey guidelines
1. Design a proposed network topology and site map for review by Wiredinn
(see example attached).
2. Produce a complete room-to-switch port list.\
3. Perform or arrange to perform a thorough site survey as per this
section (2) of this schedule.
4. Wiredinn and CWK will mutually review site surveys no less than three
weeks prior to planned or scheduled installations.
5. Wiredinn may, at its own discretion, conduct site surveys. However, if
Wiredinn chooses not to conduct a site survey, CWK will have the first
right of refusal to perform a site survey for the customer under this
agreement for the Territory.
6. CWK will perform site surveys upon request of Wiredinn and complete
those surveys within two (2) weeks of request unless agreed to
otherwise by the Parties via fax or email.
7. CWK will bear the expense of its own site surveys.
8. Site Surveys performed by CWK, at the request of Wiredinn, will be
performed at a mutually agreed upon price.
9. Whenever possible to save unnecessary airfare or travel expenses, CWK
will use carefully chosen, reliable third parties to perform the site
surveys upon whose work and accuracy it will rely to plan and perform
installations under this agreement. When using these third parties,
CWK will be wholly responsible for the work done by the third parties.
10. CWK will complete installations within 30 calendar days from customer
contract signing, unless otherwise agreed to by the parties.
B. Bandwidth requirements
1. CKW is responsible for ordering IP bandwidth for HSIA installations.
2. IP addresses (16 per 200 rooms), subnet mask, gateway.
3. For ad tracking purposes, the each VBN server installed at a client
hotel must be assigned a country-specific domain name. CKW will be
responsible for ordering this domain name when the IP bandwidth is
ordered.
4. Minimum of 512Kbps per 200 rooms unless otherwise required by the
customer.
5. The parties' goal is to have average latency less than 350 msec. and
maximum latency of less than 500 msec.
6. Number of routes (hops) from hotel to portal (Austin data center) must
be less than fourteen (14).
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C. Visitor-Based Network (VBN) Server
1. Must install the VBN server solution specified by Wiredinn. Currently,
Wiredinn has designated SolutionInc as the preferred VBN server
provider.
2. Wiredinn will provide SolutionInc with a hotel-specific site
configuration file that SolutionInc will load prior to shipping the
server to the hotel site. CinemaWorks must connect the VBN server to
the hotel's IP bandwidth in order for Wiredinn to complete the hotel
configuration and set-up.
3. CinemaWorks will assist Wiredinn with the VBN server installation by
providing various network information, such as IP addresses, switch
specifications, room to switch port list, etc.
D. Local area network (LAN) installation
1. The 10Base-T LAN must adhere to the standards of IEEE 802.
Specifically, 802.1 - network management (security, performance,
reliability), 802.2 - Data Link Control (DLC) layer, and 802.3 - Media
Access Control (MAC) layer for bus networks / Ethernet standard.
2. Category 5 cables are to be terminated to Category 5 standards using
T568B pin designations.
3. No Category 5 copper runs to exceed 300 feet / 100 meters unless
compensating equipment is used to overcome this distance limitation.
4. All termination points will be clearly labeled and the destination and
source must be identified.
5. Multi-Mode Fiber Optic cable will be installed and tested as required
to support guest room Category 5 requirements in accordance with the
300 foot distance limitations of Category 5 cables. Single-mode fiber
optic cable may be used if agreed to by the parties.
6. Must install, terminate, and test all riser and distribution cables
and jacks.
7. Must remove all waste materials as a by-product of the LAN
installation services.
8. The 10Base-T LAN may include minimum layer two, 100Mbps core switch.
9. The 10Base-T LAN may include minimum 10 Mbps, non-blocking leaf
switches.
10. The 10Base-T LAN must include an uplink of 100Mbps from leaf switch to
core switch required for every 48 switch ports installed.
11. The 10Base-T LAN must include sufficient VLAN capability to facilitate
port to port security (i.e. one VLAN per switch port).
12. Network management system to enable Wiredinn to remotely manage and
diagnose the LAN.
13. CWK will install xDSL equipment (e.g., Elastic Networks) to
specifications that adequately provide the Customer HSIA and portal
access. If required by CWK or Wiredinn, details will be provided and
attached after the Equipment Summit in December 2000.
14. If required, DSL modems must be installed underneath the guest room
desk/table subject to hotel's approval. Led by CWK's expertise, DSL
headend equipment specifications will be determined jointly by the
parties.
15. Wiredinn desktop pods must be installed in every guest room where a
high-speed Internet connection is present. If the Customer hotel
agrees, pods will be secured with the screw and fastener provided with
the pod. The location of the pods on the guest room desk/table is
subject to the hotel's approval.
E. Miscellaneous
1. Provide Wiredinn with an annual installation forecast detailing
projected monthly installations.
2. Provide Wiredinn with tracking tool to monitor the progress of
installations and cut-overs.
3. Must fully complete installation process in a duration that is
mutually agreed upon by CinemaWorks and Wiredinn.
4. Installation personnel must conduct themselves in a professional
manner that is consistent with the expectations of luxury hotels.
Installation personnel must be skilled and formally trained to install
10Base-T and/or xDSL networks.
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[FLOOR PLAN APPEARS HERE]
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SCHEDULE B
To
WIREDINN.COM, INC./CINEMA INTERNET NETWORKS, INC.
LICENSING and SERVICE AGREEMENT
Non-Disclosure Agreement
------------------------
SCHEDULE C
To
WIREDINN.COM, INC./CINEMA INTERNET NETWORKS, INC.
LICENSING and SERVICE AGREEMENT
Wiredinn Portal Service Agreement
---------------------------------
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SCHEDULE D
To
WIREDINN.COM, INC./CINEMA INTERNET NETWORKS, INC.
LICENSING and SERVICE AGREEMENT
Additional Products and Services Provided by Wiredinn and CinemaWorks not
-------------------------------------------------------------------------
incorporated in this Licensing and Service Agreement.
-----------------------------------------------------
1. CWK may supply or cause to be supplied to the Wiredinn portal various
content such as pay-per-view movies and other broadband content. Such
content shall be on terms established by or through CWK as agreed upon by
Wiredinn.
2. CWK provides wireless broadband IP data services to businesses utilizing
line-of-sight equipment, as well as 1- and 2- way satellite-delivered IP
data to same.
3. CWK can provide broadband wireless IP data services from a Customer premise
to assist Customers in paying for bandwidth to provide guests with HSIA as
well as to provide the Wiredinn portal greater and greater bandwidth (e.g.,
wireless line-of-sight equipment provides 11Mbps).
4. To provide assistance in paying for Customer bandwidth, the Wiredinn portal
service agreement should require the Customer to allow CWK to install
specific wireless equipment on the roof of the Premise and then allow CWK
or Wiredinn to connect business customers via wireless links. A portion of
the payments from business customers may then be applied to the Customer's
monthly bandwidth costs. CWK recommends $50.00 per month per customer.
15
<PAGE>
SCHEDULE E
To
WIREDINN.COM, INC./CINEMA INTERNET NETWORKS, INC.
LICENSING and SERVICE AGREEMENT
CinemaWorks Hotel Engagement Letter
-----------------------------------
16
