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EXHIBIT 10.30
CURRENT NEWS LICENSE AGREEMENT
AGREEMENT dated as of February 1, 1999, and made in New York,
New York, between PRESS ASSOCIATION, INC. ("PA"), a wholly owned subsidiary of
The Associated Press, a New York corporation with offices at 50 Rockefeller
Plaza, New York, New York 10020, and INTELLIGENT INFORMATION INCORPORATED
("SUBSCRIBER"), a Delaware corporation with offices at One Dock Street, Suite
500, Stamford, Connecticut 06902.
I. Grant
PA hereby grants to SUBSCRIBER a non-exclusive license to
electronically market only within North America news distributed by The
Associated Press and its subsidiary, PA, through AP NEWS, as defined in
Attachment A (the "Service"). This grant is to market information supplied on
the Service to "Resellers", as defined in Attachment B, of SUBSCRIBER's
electronic news delivery system called Intelligent Information Systems (the
"System"), as defined in Attachment B, and upon the terms contained in this
Agreement, except that PA reserves to itself the exclusive right to permit such
use by, and SUBSCRIBER shall be prohibited from distributing to, news
organizations. For this purpose, the term, "news organization" shall include The
Associated Press, United Press International, Reuters, Agence France Presse, its
and their employees, subsidiaries and affiliates and any other person or entity
engaged in distribution of news and information principally to subscribers which
are engaged in whole or in part in the business of publication or broadcasting.
II. PA Representations and Warranties
A. The Service to be utilized by SUBSCRIBER shall be
delivered to SUBSCRIBER's computer center at One Dock Street, Suite 500,
Stamford, Connecticut 06902 and to 1237 South Ridge Court, Suite 100, Hurst,
Texas 76053. SUBSCRIBER shall be responsible for obtaining, installing and
maintaining at SUBSCRIBER's expense such equipment as may be required for it to
make use of the Service and distribute that information to Resellers. SUBSCRIBER
may employ contract services to supplement its ability to parse and format
messages for its products provided that PA is notified in advance in writing and
approves of the contract service provider.
B. When supplied to SUBSCRIBER, the information shall be
correct and complete to the best of PA's knowledge and belief;
C. PA has the rights and licenses necessary to transmit
to SUBSCRIBER the information contained in the Service; and
D. PA agrees that all promotion and advertising of its
services in which there is reference to SUBSCRIBER or Subscriber's System shall
be subject to the review and written approval of SUBSCRIBER before release.
III. SUBSCRIBER Representations, Warranties and Covenants for
Resellers
A. SUBSCRIBER acknowledges that The Associated Press or
PA has the proprietary right in all information in the Service and owns the
copyright, trade secret, trade name and all other proprietary rights in and to
the Service. Information provided by PA and used by SUBSCRIBER shall bear the
Associated Press (AP) logotype and a copyright (as provided by PA in Attachment
A-1
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hereto) when the information is released by SUBSCRIBER which shall be displayed
when Resellers' subscribers access the PA information. SUBSCRIBER shall deliver
the Service to Resellers who have purchased the enabling system from SUBSCRIBER
only according to the terms of this Agreement;
B. Neither SUBSCRIBER nor Resellers shall alter the
editorial content or substance of the PA Service without the specific authority
of PA and all material supplied by PA hereunder shall reside only in computers
owned or leased by SUBSCRIBER and located within the continental United States;
C. SUBSCRIBER shall not furnish the Service to any
Reseller for any purpose without prior written permission from PA. SUBSCRIBER
shall submit to PA Form A (Attachment D) when requesting approval to furnish the
Service to any Reseller;
D. Resellers shall not furnish the Service to any person
or entity which has not agreed in writing to the following limitations and
exclusions of liability:
(i) that such a person or entity shall
not, directly or indirectly, publish, broadcast or distribute PA
information in any medium, except that corporate, governmental and
institutional subscribers may use portions of the Service for internal
printed communications and memoranda;
(ii) that such person or entity shall not
store all or any portion of the Service in any permanent form, whether
archival files, computer-readable files or any other medium;
(iii) that neither The Associated Press
nor PA shall be liable in any way to the SUBSCRIBER or to any Reseller
or any third party or to any other person who may receive information
in the Service, or to any other person whatsoever, for any delays,
inaccuracies, errors or omissions therefrom or in the transmission or
delivery of all or any part thereof or for any damage arising therefrom
or occasioned thereby; and
(iv) that, in no event, shall PA or The
Associated Press be liable for any direct, consequential, punitive,
special or any other damages arising in any way from the availability
of the Service regardless of the form of action, whether contract or
tort;
E. SUBSCRIBER and Resellers agree that all promotion and
advertising of its services in which there is reference to the Service or The
Associated Press or PA shall be subject to the review and written approval of PA
before release, such approval not to be unreasonably withheld. If within ten
(10) business days after delivery of samples of such material, PA has not
notified the sending SUBSCRIBER of its disapproval, such material shall be
deemed approved;
F. No individual portion of the Service, or the entire
Service, shall be held in SUBSCRIBER's or Resellers' computers or stored in
another medium for more than fourteen (14) days, except that SUBSCRIBER may
create archives of the Service for the purpose of data analysis to establish
customer search profiles for internal use only. Archives of the Service shall
not be available to Resellers, and shall be purged immediately from the System
upon termination of this Agreement;
G. SUBSCRIBER shall, upon receipt from PA or The
Associated Press of a "kill" "elimination," "withheld," or "correction"
directive, purge and, if applicable, replace affected material and notify
Resellers of the changed status of the affected material. Any materials subject
to a "corrective"
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from PA or The Associated Press shall be prominently noted as subject to a
corrective (with instructions as to access to the applicable corrective article)
or shall be linked electronically to the corrective article itself when
Resellers' subscribers access material subject to a corrective;
H. Information from the Service shall be used only in
SUBSCRIBER's System and released only to authorized Resellers within North
America and only in accordance with the terms of this Agreement. Should
SUBSCRIBER expand or otherwise modify the System, use of materials in the
Service in such expanded or modified System must have prior written approval
from PA. For the purpose of this paragraph, expansion and modification shall not
include routine bug fixes and enhancements which do not materially affect the
Service or violate provisions of this Agreement;
I. SUBSCRIBER shall offer the Service to all of its
Resellers and shall offer it to its potential Resellers except where prohibited
herein;
IV. Payment
A. SUBSCRIBER shall pay PA the greater of a monthly
Information Availability Fee (the "Fee") as follows:
Month Monthly Minimum Fee
1-2 $3000/month
3-5 $3625/month
6-24 $4250/month
or i) monthly royalties (the "Royalties") per Reseller as defined in Attachment
C, or fifty (55%) percent of SUBSCRIBER's gross monthly charges to Reseller for
Group Products (the "Group Products), as defined in Attachment C or ii)
Royalties earned for Individual Products (the "Individual Products), defined in
Attachment C, based on the Royalty structure specified below:
Number of Subscribers Monthly Royalty Par Handheld Wireless Device
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0-5,000 $0.00/month/Handheld Wireless Device
5,001-30,000 $0.25/month/Handheld Wireless Device
30,001-50,000 $0.20/month/Handheld Wireless Device
50,001-80,000 $0.15/month/Handheld Wireless Device
80,001 and beyond $0.10/month/Handheld Wireless Device
Resellers listed in Attachment E, shall be considered already approved and
in-house and not subject to the monthly minimum of $500 as set forth below.
However, beginning with the first newly approved Reseller of Group Products and
for each Reseller of Group Products thereafter, SUBSCRIBER shall pay PA the
greater of a minimum monthly Fee per Reseller of $500 or Royalties for Group
Products as follows:
(a) monthly Royalties of fifty five (55) percent of SUBSCRIBER's gross
monthly charges per Reseller licensed by SUBSCRIBER.
In addition, Royalties for Individual Products shall be payable as herein
defined.
All Fee versus Royalty calculations for Group Products shall be figured on a
per-Reseller basis rather than a cumulative basis.
A handheld wireless device is a product delivered over public networks including
paging, two-way radio
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and specialized mobile radio, and can be received using an alphanumeric pager,
PC card with a personal digital assistant or a laptop/palmtop personal computer,
specialized two-way devices, narrowband PCS, broadband PCS and Cellular.
B. If, at the end of the first year of this Agreement or
during any subsequent year of this Agreement, SUBSCRIBER's Intelligent
Information Systems ceases to exist as a System, SUBSCRIBER may terminate the
balance of this Agreement by paying PA an amount equal to six (6) months' total
of the monthly Fee as calculated for the six-month period just ended;
C. The Fee shall be due and payable by the fifteenth
(15th) day of the month for which the Fee is charged, and Royalties shall be due
and payable by the fifteenth (15th) day after the close of the month in which
the Royalties are earned. SUBSCRIBER shall deliver to PA with each Royalty
payment a list of Resellers and monthly usage figures for access to the Service.
Any payment which is late shall be subject to an interest charge of the lower of
one percent per month or the maximum rate permitted by law. All payments shall
be exclusive of taxes required to be charged SUBSCRIBER except taxes based upon
PA's net income;
D. The monthly invoiced Fee shall be increased by each
General Assessment Increase ordered by The Associated Press Board of Directors.
Notice of such increases shall be given to SUBSCRIBER no later than 45 days
before such increases are to take effect and will not exceed 25% in any two-year
period. A history of General Assessment Increases is shown in the Appendix of
this Agreement for reference;
E. SUBSCRIBER shall maintain books and records accurately
reflecting all matters affecting Royalties due to PA. PA, by its duly authorized
representative, shall have the right, at reasonable times and upon reasonable
notice to SUBSCRIBER, to inspect and audit such books and records to verify the
accuracy of any statement. If any inspection shall disclose any error of
whatever amount, the parties shall promptly adjust the same.
V. PA Password
SUBSCRIBER shell provide to PA products based on the Service,
at PA's request when such products are technically available in the New York
City area.
VI. Term and Termination
A. Unless earlier terminated as hereinafter provided,
this Agreement shall take effect on February 1, 1998, or the first date upon
which PA provides the Service to SUBSCRIBER under this Agreement, and shall
continue for a period of two (2) years thereafter. It shall automatically
continue thereafter for further terms of one (1) year each, until either party
delivers to the other written notice of termination not less than sixty (60)
days prior to the end of the then-current term.
B. In addition, PA, at its sole discretion, may terminate
this Agreement at any time upon sixty(60) days written termination notice to
SUBSCRIBER;
C. Upon any material breach or material default of this
Agreement by either party, the other party may give notice of such breach or
default and, unless such breach or default shall be cured within thirty (30)
days after delivery of such notice (or ten (10) days in the case of the failure
of SUBSCRIBER to pay Fees and Royalties described in paragraph IV on the dates
set forth therein), then, without limiting any other remedy available at law or
equity to the non-breaching party consistent with
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the terms of the Agreement particularly paragraph VII, that party may terminate
this Agreement by delivery of a notice of termination at any time thereafter
before such breach or default has been cured;
D. If either party hereto files a petition under any
chapter of the Bankruptcy Code, as amended, or for the appointment of a
receiver, or if an involuntary petition in bankruptcy is filed against such
party and said petition is not discharged within thirty (30) days, or if either
party ceases to pay its debts as they fall due or becomes insolvent or makes a
general assignment for the benefit of its creditors, or if the business or
property of either party shall come into the possession of its creditors or of
any governmental agency or of a receiver, then, in any such case and
notwithstanding any other provisions of this Agreement, the other party hereto
may at its option terminate this Agreement upon written notice to the other
party;
E. Upon termination, SUBSCRIBER shall immediately cease
all use of information provided hereunder and shall remove said information
from its computer data base. In addition, SUBSCRIBER shall be responsible for
assuring the use of PA material immediately ceases by any and all Resellers.
F. In the event that SUBSCRIBER issues a purchase order
to PA for purposes related to this Agreement, such purchase order will be
supplementary to this Agreement and in all instances this Agreement shall be
the controlling document in defining the terms and conditions agreed to by the
parties.
VII. Limitation of Liability; Indemnities
A. PA shall use its best efforts to insure the accuracy
of its information. PA does not, however, guarantee the sequence, accuracy or
completeness of any such material and shall not be liable in any way to
SUBSCRIBER, Resellers, or any third parties or to any other person who may use
the information or to whom the information may be furnished, or to any other
person whatsoever, for any delays, inaccuracies, errors or omissions therefrom
or in the transmission or delivery of all or any part thereof or for any damage
arising therefrom or occasioned thereby. EXCEPT AS STATED IN PARAGRAPH VII B
BELOW, IN NO EVENT SHALL PA OR THE ASSOCIATED PRESS BE LIABLE TO SUBSCRIBER FOR
ANY DIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR ANY OTHER DAMAGES ARISING FROM
THE AVAILABILITY OF THE INFORMATION, REGARDLESS OF THE FORM OF ACTION WHETHER
CONTRACT OR TORT.
B. (I) Either party, at its expense, will defend any
action brought against the other based on a claim that the information or the
software supplied hereunder by the indemnifying party, infringes a United
States patent, trademark or copyright, or constitutes appropriation of a United
States based trade secret, and the indemnifying party will pay costs of the
action (including reasonable attorney's fees) and any damages finally awarded
against the other party or any users in such action; provided, however, that
such defense and payments are conditioned upon the following: (I) the
Indemnifying party shall be notified promptly in writing by the other or any
end user of the existence of any such claim; (ii) the indemnifying party have
sole control of the defense of any action on such claim and all negotiations
for its settlement or compromise; and (iii) no settlement or compromise may be
finally executed without the prior written consent of the indemnifying party.
If in the opinion of the indemnifying party, the material or software described
herein is likely to become the subject of a claim of infringement of a United
States patent, trademark or copyright, or appropriation of a United States
trade secret, the other party or the end user shall permit the indemnifying
party, at its option and expense, either (I) to procure the right to continue
use of the information or software at issue; (ii) replace or modify such
material so
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that it becomes non-infringing; or (iii) if (I) or (ii) cannot reasonably be
accomplished, to terminate this Agreement without further liability.
(ii) In no event shall either party have any
liability to the other or to any end user under any claim described in this
paragraph based upon the sale or use of information or any software supplied
hereunder in combination with any other product, machine, software, device or
equipment which is not approved by the indemnifying party, or results from any
modifications or attempted modifications by the other party or the end user or
failure by the other party or the end user to permit the indemnifying party to
implement modifications, unless the indemnifying party shall have expressly
consented to such action in writing.
C. SUBSCRIBER shall, and hereby does, indemnify and hold
harmless PA and The Associated Press from and against all claims, losses,
liabilities and expenses arising out of or in connection with any acts of
SUBSCRIBER, its agents, contractors or employees.
VIII. Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PA NOR
THE ASSOCIATED PRESS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING NO
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.
IX. Unauthorized Use
If either party shall learn of an unauthorized transmission or
receipt of items of information included in the Service, it shall by notice
promptly and fully inform the other party of all facts known to it with respect
to such unauthorized transmission or receipt. In any such case, SUBSCRIBER shall
promptly conduct an investigation and shall keep PA fully and timely apprized of
all facts learned by it and of all interim and final findings and conclusions it
makes, as well as all steps SUBSCRIBER proposes to take to prevent recurrence of
such unauthorized transmissions or receipts. Either party may, at its own
expense, institute an action or proceeding to obtain any relief permitted in law
or equity, or both, against any person so transmitting or receiving such
information and, if any such action or proceeding be instituted, the other party
shall cooperate in all respects reasonably requested by the party maintaining
the suit.
X. Confidentiality
A. During the term of this contract and for three years
after termination, PA and SUBSCRIBER shall maintain in confidence and not
disclose to third parties without the other's prior written consent, the
information concerning Royalty Payments and Reports outlined in Paragraph IV of
this Agreement or any other information labeled "Confidential" except for
normal reporting to each party's parent corporation, if any. PA and SUBSCRIBER
shall not disclose to unaffiliated third parties the specific terms of this
Agreement.
B. Notwithstanding the restrictions set forth in this Paragraph
X. neither party hereto shall have any duty of confidentiality with respect to
information or materials disclosed to it by the other party to the extent such
information:
i) is or comes into the public domain through no fault of
the receiving party hereunder;
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ii) is legally obtained from third parties without binder
of secrecy;
iii) was previously known to the party to whom such
information is disclosed without binder of secrecy or is independently developed
by such party; or
iv) is required to be disclosed by valid legal process.
XI. General Provisions
A. Neither party will be liable to the other for any
delay or default in performing its respective obligations under this Agreement
due to causes beyond its reasonable control. So long as any such failure
continues, the party affected by conditions beyond its control will keep the
other party fully informed at all times concerning the matters causing such
delay or default and the prospects for their termination.
B. Nothing in this Agreement shall be construed to
constitute or appoint either party as the agent or representative of the other
party for any purpose whatsoever, or to grant to either party any rights or
authority to assume or create any obligation or responsibility, express or
implied, for or on behalf of or in the name of the other, or to bind the other
in any way or manner whatsoever.
C. All notices required by this Agreement shall be sent
in writing (by certified or registered mail, telex, overnight courier,
facsimile or telegram) to PA and SUBSCRIBER at the following addresses:
If to PA:
Press Association, Inc.
50 Rockefeller Plaza
New York, New York 10020
Attention:
Treasurer
and
Press Association, Inc.
50 Rockefeller Plaza
New York, New York 10020
Attention:
Director,
Information Services
If to SUBSCRIBER:
One Dock Street
Suite 500
Stamford, Connecticut 06902
Attention:
President
All notices shall be effective upon receipt. Either party may from time to time
change its address as set forth above by notifying the other party of its new
address in writing.
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D. No forbearance by either party in enforcing any of
the provisions of this Agreement and no course of dealing between the parties
shall operate to prejudice either party's rights to enforce such provisions or
operate as a waiver of any of either party's rights hereunder.
E. This Agreement shall be subject to all applicable
present and future federal, state and local laws and regulations of the Federal
Communications Commission and any other federal or state agency. Neither party
shall be liable to the other for any failure to perform its obligations
hereunder, except for payment of charges already owing, which results directly
from such laws or regulations.
F. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Each party consents to the
personal jurisdiction and venue of the State and Federal courts sitting in The
City of New York.
G. This Agreement may not be assigned by either party
without the prior written consent of the other but shall, in the case of any
permitted assignment, be binding upon the successors and assigns of both
parties.
H. The provisions hereof, including the attachments, and
any written supplemental agreements hereto signed as of the date hereof
constitute the entire agreement between the parties relating to the
transactions contemplated herein and merge and supersede all prior discussions,
agreements, and understandings of every kind and nature between them. No oral
modifications or additions hereto shall be binding. Neither party shall be
bound by any condition, definition, warranty or representation other than as
expressly provided for in this Agreement or as may be duly set forth in a
writing signed by an authorized officer of the party hereto which is to be
bound thereby.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
INTELLIGENT INFORMATION, INC. PRESS ASSOCIATION INC.
- ---------------------------- ----------------------------
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1/26/99 1/29/99
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ATTACHMENT A
(Service Description)
AP ONLINE
AP Online is a news service tailored specifically for use in data base or
similar online or computer-supported environments. The report typically consists
of approximately 500 stories, or 120,000 words total, comprised of the top
national, international, Washington, financial and sports news on a given day.
AP Online is compiled and transmitted 24 hours a day, seven days a week.
LATAM
LATAM or Latin American Service is written in Spanish and covers developments in
Latin America as well as major US and international stories. The news is
provided directly from our Spanish speaking bureaus worldwide and averages 170
stories per day.
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ATTACHMENT A-1
SUBSCRIBER shall attach to the top of each piece of the Service delivered to
Resellers' subscribers the Associated Press (AP) logotype and a copyright and
reservation-of-rights notice. Such notice shall read:
c. AP 1996 All Rights Reserved.
"19XX" shall denote the current year
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ATTACHMENT B
(Description of SUBSCRIBER's service)
Intelligent Information Incorporated offers a range of information products for
personal and business solutions to users of electric handheld devices. Its
product lines include financial, leisure, travel, sports, weather and news
information. The company markets its products to Resellers ("the Reseller"),
defined for purposes of this Agreement as redistributors of wireless information
to business users and consumers who have agreed in writing with SUBSCRIBER to
uphold all terms and conditions of this Agreement on behalf of PA. The products
are delivered over public networks, including paging, wireless email, narrowband
and broadband PCs, specialized mobile radio and two-way radio. A subscriber can
utilize an alphanumeric pager, PC card with a personal digital assistant or
palmtop, and specialized two-way communicators.
Resellers are charged a fixed monthly rate for Group Products and a monthly
Subscriber fee per Subscriber for Individual Products. A Reseller has the option
to buy both types of products. Under no circumstances will SUBSCRIBER offer the
Service to Resellers without charging for the opportunity to distribute the
Service.
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ATTACHMENT C
ROYALTIES
For purposes of this Agreement, a "Reseller" shall be defined as a redistributor
of wireless information to business users and consumers who has agreed in
writing with SUBSCRIBER to uphold all terms and conditions of this Agreement on
behalf of PA.
Royalties shall be payable in each of two ways as follows dependent on the
nature of the Reseller:
GROUP PRODUCTS
A Group Product is sold when SUBSCRIBER provides a limited number of messages
each day to a common address (sometimes referred to as PIN or CAP code or
Sub-address, depending on the network and hardware being employed for the
delivery of the messages) so that each wireless paging device receives the same
information from the Reseller. Typically the Reseller offers this type of
product free, or at a minimal charge to its subscribers.
INDIVIDUAL PRODUCTS
An individual product is sold when SUBSCRIBER provides Resellers' subscribers
with profiled messages via the System that the subscriber has pre-established.
Each of these subscribers are registered on SUBSCRIBER's System and tracked
individually. These subscribers typically receive 50 to 100 messages a month.
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ATTACHMENT D
FORM A
Date: _________________
Intelligent Information Inc. hereby requests permission from The Associated
Press to provide Associated Press News Services, according to the Agreement
dated May 29, 1996 to (Reseller Name) _________________________ located In
(City, State)_______________________.
Number of Subscribers on Reseller's Service:______________
Associated Press service(s) to be purchased:_____________________________
Group Product ______ individual Product _______ Both _______
Description of Reseller's Service ______________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Reseller's charging structure___________________________________________________
________________________________________________________________________________
Target audience ________________________________________________________________
Approved:
- ----------------------------
(Date)
- ----------------------------
Associated Press
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APPENDIX
AP RATES
Associated Press is a cooperative, owned by member newspapers and broadcast
stations. The board of directors is elected from newspaper membership ranks or
appointed from broadcast membership. The board is responsible for voting the
yearly general rate increase. The increase is applied unilaterally to all
members and corporate customers of the Associated Press.
Rate increases take effect on February 1 each year. General increase
notification letters are sent to each AP customer in early December, no less
than forty-five days before the increase takes effect.
HISTORY OF GENERAL RATE INCREASES
1978 6.5 percent
1979 7.7
1980 11.4
1981 10.7
1982 10.8*
1983 9.5
1984 5.5
1985 4.7
1986 4.6
1987 2.5
1988 3.5
1989 4.4
1990 4.9
1991 3.9
1992 3.0
1993 2.5
1994 3.2
1995 2.9
1996 2.9
In the early 1980's, AP invested in developing the industry's first
satellite news, photo and graphics delivery systems and has installed 4000
satellite dishes, the news industry's largest network of receivers. In 1984, AP
became the first news organization to own a satellite transponder. These
innovations in news delivery have enabled AP to deliver news more quickly, and
more cost efficiently.
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ATTACHMENT E
(LIST OF EXISTING APPROVED RESELLERS)
- -- AirTouch Paging
- -- American Paging (Group)
- -- Flower City Paging
- -- National Dispatch Center
- -- PageMart (Group)
- -- Telewaves
- -- Electronic Engineering
- -- TelePage Communication
- -- NationPage
- -- US Cellular
- -- Vanguard Cellular
- -- SBC Communications
- -- Pacific Bell Mobile
- -- PrimeCo Personal Comm L.P.
- -- Omnipoint (Group)
- -- U.S. Healthcare
- -- MetroCall
- -- SkyTel
- -- USA Mobile
- -- CompuServe
- -- Ram
- -- Ameritech
Should any of these approved Resellers who sell Individual Service subsequently
opt to sell Group Service, they will then be subject to the $500.00 monthly fee.