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EXHIBIT 10.2
SERVICE AGREEMENT
This is an agreement between SpectraFAX Corporation a Florida
based Corporation located at 3050 North Horseshoe Drive, Suite 100, Naples,
Florida ("(SRFX)") and Paragon Investments located at 10711 NW 46th Street,
Silver Lake, KS 66539 (Paragon).
WHEREAS, (SRFX) has developed a product which provides 2Alertme
and Paragon is interested in obtaining the non-exclusive rights for 2AlertMe
product line.
NOW THEREFORE, the parties hereby agree as follows:
1. LICENSE
(a) (SRFX) hereby grants to Paragon a non-exclusive
world-wide agreement to Paragon for use of its 2AlertMe
product line.
(b) (SRFX) shall provide to Paragon access to signing up
through the (SRFX) website for its clients.
2. PAYMENT
In connection with the fee, Paragon's clients shall pay to
(SRFX) the following monthly fees:
(a) $19.95 for the Platinum Service
(b) (SRFX) will pay Client a marketing fee associated with
each Paragon signup after 500 clients. The schedule of
fees that (SRFX) will pay per month is as follows:
1. 501 - 1,000...........$2.00
2. 1,001 - 1,500...........$4.00
3. 1,501 - 2,000...........$5.00
4. 2,001 - 3,000...........$6.00
5. Over 3,000...........$7.00
3. TERM
(a) The term of this Agreement shall be for two (2) years
and will be automatically renewed for successive one
(1) year period unless either party elects to terminate
this Agreement effective as of the end of the initial
term(s) as appropriate.
(b) Notice of termination shall be made no later than 60
days prior to the end of the initial term or renewal
terms(s), as appropriate.
4. REPRESENTATIONS AND WARRANTIES REGARDING SOFTWARE CONTENT
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(a) (SRFX) hereby represents and warrants that: (1) the
Software Content is by (SRFX) and does not breach or
infringe any copyright, common lay right, or other
right of any third party; (2) the Software Content
does not contain any matter which is scandalous,
libelous, obscene, an invasion of privacy, or
otherwise unlawful; and (3) (SRFX) has the right,
power and authority to enter into and perform this
Agreement.
(b) (SRFX) shall defend, indemnify, and hold harmless
Paragon from any claims, demands, liabilities,
losses, damages, judgments, and like (including but
not limited to attorneys' fees incurred) directly or
indirectly relating to any claim by a third party of
infringement of any copyright or other right with
respect to the Software Content and from the breach
of other representations and warranties contained in
this Section 4.
5. (SRFX) COVENANTS
(a) (SRFX) covenants that the Site will be operated in a
professional manner in compliance with laws in all
material respects.
(b) (SRFX) covenants to properly acknowledge on the Site
that the Software Content is the property and
copyrighted work of (SRFX).
6. MISCELLANEOUS
This Agreement shall be governed by and construed in
accordance with the laws Of the State of Florida without
regard to conflict of law principals. This Agreement contains
the entire agreement and understanding between the parties
hereto with respect to its subject matter and supersedes any
prior or contemporaneous written or oral agreements,
representations, discussions, proposals, understandings, and
the like respecting the subject matter hereof. This language
in all parts of this Agreement shall be in all cases construed
according to its fair meaning and not strictly for or against
either party. The prevailing party in any dispute shall be
awarded its attorneys' fees and expenses incurred. The parties
will cooperate with each other as reasonably requested to
effectuate the purposes and provision of this Agreement. Both
parties may amend this Agreement only in writing.
NOW THEREOF AND SIGNED BELOW THIS AGREEMENT IS EFFECTIVE
Dated 8-22-00
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Paragon Investments, Inc.
By:
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Title: President
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Dated 8-22-00 Thomas J. Conwell
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SpectraFAX Corp.
By: Thomas J. Conwell
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Title: C.E.O.
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