1
EXHIBIT 10.25
[LOGO] SportsTicker(R)
HARBORSIDE FINANCIAL CENTER, 600 PLAZA TWO, JERSEY CITY, NEW JERSEY
07311 - (201) 309-1200
SUBSCRIPTION AGREEMENT
- ---------------------------------------------------------------------------------------------------------------------------
COMPANY NAME AREA CODE/PHONE NO.
INTELLIGENT INFORMATION, INC. (203) 969-0011
- ---------------------------------------------------------------------------------------------------------------------------
INSTALLATION
ADDRESS ONE DOCK STREET, SUITE 500 STAMFORD, CT 06902
-----------------------------------------------------------------------------------------------------------------
(Street) (City/State) (Zip)
NEAREST CROSS STREET
-------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
INSTALL LOCATION CONTACT AT ADDRESS ABOVE TYPE OF BUSINESS
DEPT./FLOOR ROOM #. (INCLUDE PHONE NUMBER)
MS. JOAN DALE VENDOR/WIRELESS
- -------------------------------------------------------------------------------------------------------------------------
BILLING INFORMATION IF OTHER THAN ABOVE:
---------------------------------------------------------------------------------
(Contact Name and Phone Number)
- -------------------------------------------------------------------------------------------------------------------------
(Company Name) (Street) (City/State)
- ---------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
SERVICES MONTHLY NON-RECURRING TOTAL MONTHLY
SUBJECT TO AGREEMENT SERVICE FEE CHARGES FEES
- ------------------------------------------------------------------------------------------------------------------------------------
*Monthly Information:
1/1/98 -- 12/31/98: $3500.00 --- $3500.00
1/1/99 -- 4/30/99: $4000.00 --- $4000.00
5/1/99 -- 8/31/99: $4750.00 --- $4750.00
9/1/99 -- 12/31/99: $5500.00 $5500.00
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSCRIPTION TERM AND RATES
- --------------------------------------------------------------------------------
The subscription service period is for a minimum of 24 months (beginning on the
first day of service operation or _________) and service shall continue on a
revolving 12-month renewal term basis thereafter until terminated effective at
the end of the term or any renewal with thirty (30) days prior written notice by
either party. The monthly service fee is $ (*) . The installation charge is $
N/A. The security deposit is $ XXX and will be returned to the subscriber upon
cancellation and return of all Sports Ticker equipment.
- --------------------------------------------------------------------------------
INTENDED USE
- --------------------------------------------------------------------------------
Specify intended use of
SportsTicker information SEE ADDENDUM
- --------------------------------------------------------------------------------
2
ACCEPTANCE
- ------------------------------------------------------------------------------------------------------------------------------------
THE SUBSCRIBER HEREBY ACKNOWLEDGES RECEIPT OF CURRENT SportsTicker RATES AND ACKNOWLEDGES THAT SUBSCRIBER HAS CAREFULLY READ AND
UNDERSTANDS THE PROVISIONS OF THE AGREEMENT WHICH INCLUDE THE TERMS AND CONDITIONS AS INDICATED ABOVE AND THE REVERSE SIDE HEREOF.
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSCRIPTION ACCEPTED BY
SERVICE REQUESTED BY SportsTicker Enterprises L.P.
Intelligent Information Incorporated
- ------------------------------------------------------------------------ -----------------------------------------------------
(Company Name) Authorized SportsTicker Officer
6/29/98
- ------------------------------------------------------------------------ -----------------------------------------------------
(Signature & Title of duly authorized officer, partner, or proprietor) (Date)
- ------------------------------------------------------------------------------------------------------------------------------------
THIS AGREEMENT IS SUBJECT TO ACCEPTANCE BY Sports Ticker Enterprises, L.P.
WHITE AND YELLOW COPIES - CUSTOMER SERVICE PINK COPY - ACCOUNTING DEPT. GOLD COPY - SUBSCRIBER
3
[LOGO] SportsTicker(R)
SUBSCRIPTION AGREEMENT
The subscriber listed on the forepart hereof ("the Subscriber") hereby orders
the sports information service provided by SportsTicker Enterprises, L.P. ("ST")
, hereinafter referred to as the "Service", to be furnished to the subscriber at
the address shown on the front of this Agreement.
Notice of any change in the name, nature, or place of business shall at once be
given to ST, and Subscriber represents and warrants to and agrees with ST as
follows:
1. The SportsTicker information contained in the service is proprietary to or
copyrighted by ST and/or its sources of data and is to be received by
Subscriber only for its private and individual use in its said business at
its office or place designated on the front of this Agreement, and
Subscriber will not communicate, sell, recirculate, redistribute or
otherwise furnish, or permit to be furnished, said information to any
person, branch office, firm or corporation nor to any other place than the
designated place of business without the express prior written consent of
ST. The prohibitions on recirculation or redistribution shall not apply if
Subscriber is in the TV, Cable or Radio broadcasting business, or to
newspaper reprints of the Service if Subscriber is in the newspaper
publishing business. Recirculation or redistribution of the Service for
textual or electronic information services such as videotext or teletext is
expressly prohibited. Subscriber further agrees that it will comply with
any and all regulations concerning the location of any and all equipment
furnished. Subscriber by ST ("Equipment") in its place of business and will
adopt and enforce all reasonable regulations which ST requires in order to
prevent such information from being taken improperly from said place of
business.
2. Subscriber's office or place of business designated on the front of this
Agreement shall not be directly or indirectly connected by any private or
other means of outgoing communication with any office or place of business
engaged in the business of supplying sports information without the express
prior written consent of ST.
3. Subscriber will not attach, or permit or cause to be attached, any
equipment to the printer or other equipment supplied by ST, or the Service
line/modem nor will Subscriber use any equipment not provided as part of
the Service without the prior written approval of ST. Subscriber shall not
copy, manipulate or redistribute computer programs associated with the
Service without the prior written consent of ST and upon non-renewal by
Subscriber or termination for whatever reason of this Agreement. Subscriber
shall promptly return any such program or related media to ST. In addition,
any copies of ST computer programs or related media shall be destroyed by
Subscriber. Any equipment subsequently attached to Equipment previously
provided by ST shall be subject to the terms and conditions of this
Agreement.
4. At all times upon 24 hours notice to Subscriber, any person or persons
designated by ST will have full and free access to the place herein
designated to observe the use of the Service and to inspect, maintain, and
replace any Equipment.
5. Subscriber agrees to pay to ST in advance on the first day of each month
its monthly fee for the Service (as set forth on the forepart of this
Agreement), plus any applicable federal, state and local taxes as follows:
a) In the case of the standard Service, the monthly fee will include all
costs for data delivery (including communications charges), Equipment,
printer rental and ordinary maintenance. The installation charge
covers all ordinary costs for installing the Service and a printer
including delivery. All paper supplies will be available for purchase
from independent suppliers. Extraordinary installation charges will be
billed to Subscriber at cost.
b) In the case of the Service without a printer, for use with Subscriber
provided equipment, the monthly fee covers all costs for data delivery
(including communications charges) and ordinary service maintenance.
The installation charge covers all ordinary costs for installing the
Service.
Invoices are payable by the Subscriber on receipt and are subject to a late
charge of one and one-half percent per month for any amounts due ST
hereunder which are not paid within 30 days of invoicing.
6. ST may at its sole discretion and at any time following the minimum
subscription period or any renewal term, change the monthly fee as
specified herein by giving six (6) weeks written notice to Subscriber. In
addition, in the event the tariffs on which communications charges or other
network carrier charges are based or charged, ST shall have the right to
modify such charges to subscriber on a pro-rate basis at the time such
tariffs are applied.
7. The furnishing of the Service to Subscriber by ST is conditioned upon
strict compliance with the provisions in this Agreement and with all local,
state and federal regulations which might pertain to the use of the
Service. ST may discontinue the Service, without notice, whenever the terms
of any of ST's agreements with professional or collegiate associates or
leagues require such discontinuance, or in the judgement of ST it finds a
breach by Subscriber of any of the provisions of this Agreement. Upon such
termination, Subscriber shall promptly return to ST all Equipment,
programs, software and related materials belonging to ST.
8. ST and its sources of data including all individual teams, leagues and
administrative bodies involved with the professional and collegiate
sporting events covered on the Service shall not be liable for any errors,
omissions, delays or inaccuracies in the information provided, nor for any
interruption of the Service arising out of the installation, relocation,
use, or maintenance of any Equipment, systems, or connection facilities or
due to events beyond the reasonable control of ST or its sources of data.
ST and its sources of data shall not be liable to Subscriber for
consequential, special or indirect damages arising out of the receipt
and/or use of the Service.
9. If the Service is expressly provided by ST for operation on Subscriber's
own equipment, it shall be furnished without warranty as to compatibility,
fitness or performance with such equipment, and Subscriber shall bear all
costs and responsibility for such equipment.
10. Subscriber agrees to pay all personal property taxes and any other taxes,
assessment fees or penalties in respect of the Service which may be the
Subscriber's legal responsibility to pay. Subscriber shall reimburse ST for
any property taxes ST may be required to pay as a result of the
transactions contemplated by this Agreement.
11. In the event Subscriber provides information for dissemination by ST,
Subscriber agrees to take all reasonable actions necessary to keep such
information current, accurate, true and complete, to notify ST promptly of
any errors or omissions; and Subscriber warrants that it has full power to
obtain, transmit and distribute such information. ST shall have the right,
without any obligation to Subscriber, to utilize in any products marketed
by ST, its parent companies and/or its affiliates the information so
provided to ST by Subscriber.
12. The Service applied for in this Agreement shall continue in force for a
minimum subscription period as indicated on the front of this Agreement.
The Service and the terms of this Agreement shall continue in force on a
revolving 12 month renewal basis following the minimum period until the
effective date of cancellation. Except as provided in Paragraph 7 above,
cancellation of the Service following the initial or any renewal
subscription period will become effective at the end of the term of this
Agreement or any renewal with not less than 30 days prior written notice
from either party to the other of its intention to so cancel this
Agreement.
13. Subscriber agrees to pay ST fees as billed, for any and all of the
following:
a) For any unfulfilled modem or telephone loop liability associated with
premature Service termination by Subscriber.
b) For any order delay or cancellation penalty which may apply from the
day of order placement, up to and including the day of installation.
c) For a disconnect charge not to exceed $200 for Service termination of
any time and in any manner caused by Subscriber.
14. Subscriber will have not right in or to any Equipment or to information
received except that right of use in the ordinary course of Subscriber's
business consistent with the provisions herein. Subscriber will not move
any of the Equipment without prior written permission by ST. Subscriber
will pay for extraordinary cost of installation, repair or replacement,
over and above ordinary installation costs and for extraordinary
maintenance. Extraordinary installation includes, but is not limited to,
special cable requirements such as teflon, cabling in excess of 100 feet,
installation work performed at any time other than 9 a.m. to 5 a.m., Monday
through Friday, electrical work done external to the Equipment, and
expedited order handling and shipping. Extraordinary maintenance includes
electrical work external to the Equipment, maintenance of accessories or
attachments, and includes repair of damage to the equipment, earth station,
personal computer, antenna, printer or modem resulting from accident,
neglect, misuse, failure of electrical power or causes other than ordinary
use. Subscriber will return the Equipment in good condition, ordinary wear
and tear expected, when the Service is terminated. If the Equipment is
returned in a damaged condition, Subscriber shall reimburse ST for the
repair or replacement of the Equipment. Subscriber shall be responsible for
any or all theft of the Equipment used to deliver the Service to Subscriber
and shall pay ST the full replacement cost of the Equipment damage arising
out of the maintenance, use or existence of any Equipment, unless solely
due to negligent installation by ST.
15. The signatory on the front of this Agreement is authorized to act on behalf
of the Subscriber and this is the entire Agreement between the parties.
Nothing stated heretofore or hereafter will be considered part of this
Agreement without a mutually agreeable amendment hereto. This Agreement
shall be governed by the laws of the State of New York without regard to
the choice of law principles thereof.
16. In the event any action is taken by ST to enforce this Agreement or to
protect the rights of ST with respect to the Service of Equipment,
Subscriber agrees to pay all costs including court costs, disbursements and
reasonable attorney's fees.
17. This Agreement may not be assigned by Subscriber without the prior written
consent of ST.
Subscriber has indicated its preference of Service and minimum subscription
period, in accordance with the fees indicated, as shown on the front of this
Agreement.