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Exhibit 3.8
High Speed Internet "Content"
Memo of Understanding (MOU)
THIS Memo of Understanding ("MOU") dated the 1Oth day of May 2000. BETWEEN:
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Cinema Internet Networks Inc. (herein called "CinemaWorks") a Canadian
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corporation whose address is: Pier 32 Granville Island, 320-1333 Johnston
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Street, Vancouver, B.C. V6H 3R9
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AND: Earthramp.com Communications Inc. (herein called "ERA") whose address is
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located at: 601-889 W. Pender Street, Vancouver, BC Canada V6C 3B2.
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WHEREAS:
A. ERA currently provides real time streaming of financial data from all
North American stock exchanges. ERA also provides back office support and
interactive software to aid and support the end user of the financial data. In
addition, ERA produces other interactive software of interest to CinemaWorks.
B. CinemaWorks is an experienced provider of "pay" movie and television
content to hotels and currently sells and installs high speed Internet access to
hotels as an agent of Darwin Networks.
C. ERA and CinemaWorks seek to offer entertainment and information content
over the Internet to various customers including vendors, partners, and
affiliates of CinemaWorks.
D. The purpose of this MOU is to reach a general understanding of a business
relationship to initially market and deliver ERA's content. This delivery will
initially be to hotel customers in Canada and the USA. These will be followed by
other customers in Canada and the USA.
E. GalaVu Entertainment (Toronto, ON) has over two hundred hotels under
contract for pay per view movies and high speed Internet services in Canada.
CinemaWorks intends to immediately offer revenue producing ERA Internet content
to both GalaVu and Darwin.
F. In general, the parties agree that this M.O.U. to begin a joint venture to
develop, market and sell ERA's software and services that are now anticipated in
the short term and that may develop in the future.
NOW THEREFORE, the parties hereby agree as follows:
1.0 The parties agree that ERA will have the exclusive right to be the sole
provider of Internet financial content to CinemaWorks as defined in the
commercial agreement following this MOU. See 11.0 below.
2.0 ERA products and services will include real time financial data and other
software that the Parties agree can be marketed and sold effectively
working together.
3.0 ERA shall provide, at no cost to CinemaWorks, all demos, software,
hardware, and bandwidth relating to ERA financial data and services from
ERA's Vancouver location for
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the first joint venture projects anticipated with GalaVu Entertainment,
Darwin Networks, and Wolverton. CinemaWorks will market and sell ERA's
services to these projects at no cost to ERA. However, any travel
expenses required to sell the venture to Darwin or GalaVu will be borne
individually by the parties.
4.0 OPERATIONAL COSTS: The Parties agree that all direct costs will be paid
before revenue sharing begins between the Parties. These direct costs as
are as follow and apply only to the first joint venture projects named in
3.0 above. The Parties agree to, if necessary, adjust costs either up or
down as necessary for future customers in a reasonable manner in line
with other providers of similar services. Direct operational costs
incurred by ERA for the three customers named in 3.0 above are agreed to
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be limited to: exchange fees, bandwidth charges, transaction processing
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fees and financial content administration. For the first twelve (12)
months and for the prospective customers named in 3.0 above, ERA's costs
are agreed upon to be:
[*]
7.0 PRODUCT NAME: A name will be agreed upon by the Parties for the financial
information product offered to the prospects in 3.0 above. Example:
"Stockcatcher", "StockSpy", etc. This name will be specified in the
commercial agreement between the parties.
8.0 ACCOUNTING: Accounting services will be provided by ERA. Monthly reports
will be provided to CinemaWorks and the Customer(s).
9.0 PRICING to CUSTOMERS and END USERS: The pricing of the services offered
by the parties will be jointly decided by the Parties on a project by
project basis End user prices may, if appropriate, be jointly determined
with the Customer.
[For example: what do we charge hotel guests accessing our services via
Darwin's or GalaVu's splash page. This may require negotiation with
Darwin or GalaVu.]
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* Information omitted pursuant to a request for confidential treatment.
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10.0 NEWS RELEASES: Any news release naming the Parties will be jointly
approved by the Parties. ERA will initially write the news releases and
will continue to do so unless otherwise decided by the Parties.
11.0 FORMAL COMMERCIAL AGREEMENT: Upon signing of this MOU, the parties will
quickly work to draft and sign a formal commercial agreement addressing
specific issues such as initial pricing to customers and End users
(e.g., Darwin and the hotel guests), pricing flexibility in the future,
and perhaps more importantly, the financial benefit to be shared by the
parties with regard to new customers of ERA's financial data and other
products arising directly from the first three customer prospects in 3.0
above. For example: hotel customers exposed to ERA and CinemaWorks'
financial content in a hotel room may continue to use the service when
returning to their home and workplace. Therefore, the parties agree to
track such customers via user ID or some such method, and to determine
fair and equitable compensation from ongoing, recurring revenue arising
from such instances.
12.0 ASSIGNABILITY: The parties agree that this MOU and the commercial
Agreement will be assignable (e.g., sale of ERA to Bloomberg Financial)
so long as such any Assignee agrees in writing to fulfill the
obligations of the commercial agreement between ERA and CinemaWorks.
SIGNED, SEALED and DELIVERED BY: SIGNED, SEALED and DELIVERED BY:
Cinema Internet Networks Inc. Earthramp.com Communications Inc.
/s/ Bill Massey /s/ Paul Dixon
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Bill Massey CEO Paul Dixon CEO
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