NETSCAPE SOFTWARE
FINANCIAL AGREEMENT
November 4, 1999
The following software products will be offered to WordCruncher for purchase
through the following financial agreement between the parties: WordCruncher, IBS
and Access Graphics. This agreement will be in effect upon software order
placement and will conclude upon final payment made by WordCruncher.
1. Netscape Software products to be purchased for $268,068.72. Please see the
IBS Quotation NAS201 dated 11/4/99.
2. WordCruncher will be extended a 40-day net purchase arrangement on the
transaction. WordCruncher may pay prior to net 30 and receive a 1-%
discount on the invoice amount. WordCruncher has the option of paying any
amount of money upon order. The total amount payable on the invoice after
the 40-day period will carry a 1-% carry fee per 30-day period.
3. WordCruncher may elect to pay the 1-% carry charge for a twelve-month
period. On or before the 12th month, the total amount of the invoice must
be paid in full.
4. This transaction is final upon order.
Sun-Netscape Alliance Right To Use (RTU) Certificate of Authenticity
This Certificate of Authenticity is your assurance that you have legally
licensed from Sun Microsystems these products(s).
508028
Enduser Address: Enduser PO Number: 1059444
WORD CRUNCHER INTERNET TECHNOLOGIES RTU Number: US-1318042-0
DRAPER, UT 94020 Issue Date: November 17, 1999
Attn.: MARTIN CRYER Effective Date: November 17, 1999
Expiration Date: November 17, 2000
IT Support Contact:
Name: MARTIN CRYER
Email: MARTIN_CRYER@WORDCRUNCHER. COM
Tech Support Contact:
Name: MARTIN CRYER
Email: MARTIN_CRYER@WORDCRUNCHER. COM
Product Description Alliance Product Number Quantity
- --------------------------------------------------------------------------------
WEB SERVER ENT LICENSE IWEM9-400-9929 4
WEB SERVER ENT MAINTENANCE IWEM9-MNT-9929 4
BRONZE MAINTENANCE KIT AMB99-MNT-99D9 1
Customer agrees to comply with the terms of any license agreement or product
specific terms included in or with the above-referenced products.
Sun-Netscape Alliance Right To Use (RTU) Certificate of Authenticity
This Certificate of Authenticity is your assurance that you have legally
licensed from Sun Microsystems these products(s).
508028
Enduser Address: Enduser PO Number: 1063512
WORD CRUNCHER INTERNET TECHNOLOGIES RTU Number: US-1354753-0
405 EAST 12450 SOUTH Issue Date: December 22, 1999
STE B Effective Date: December 22, 1999
DRAPER, UT 94020 Expiration Date: December 22, 2000
Attn.: MARTIN CRYER
IT Support Contact:
Name: MARTIN CRYER
Email: MARTIN_CRYER@WORDCRUNCHER. COM
Tech Support Contact:
Name: MARTIN CRYER
Email: MARTIN_CRYER@WORDCRUNCHER. COM
Product Description Alliance Product Number Quantity
- --------------------------------------------------------------------------------
NETSCAPE APPLICATION SERVER LICENSE NAS29-LCO-R999 8
NETSCAPE APPLICATION SERVER MAINTENANCE NAS29-MNT-4999 8
Customer agrees to comply with the terms of any license agreement or product
specific terms included in or with the above-referenced products.
Sun-Netscape Alliance Right To Use (RTU) Certificate of Authenticity
This Certificate of Authenticity is your assurance that you have legally
licensed from Sun Microsystems these products(s).
508028
Enduser Address: Enduser PO Number: ibs4005/1067674
WORD CRUNCHER INTERNET TECHNOLOGIES RTU Number: US-1384536-0
DRAPER, UT 94020 Issue Date: February 01, 2000
Attn.: MARTIN CRYER Effective Date: February 01, 2000
Expiration Date: February 01, 2001
IT Support Contact:
Name: MARTIN CRYER
Email: MARTIN_CRYER@WORDCRUNCHER. COM
Tech Support Contact:
Name: MARTIN CRYER
Email: MARTIN_CRYER@WORDCRUNCHER. COM
Product Description Alliance Product Number Quantity
- --------------------------------------------------------------------------------
UPGRADE SILVER TO GOLD AMG29-MNT-9989 1
GOLD MAINTENANCE KIT AMG99-MNT-99D9 1
Customer agrees to comply with the terms of any license agreement or product
specific terms included in or with the above-referenced products.
SUN MAJOR WORLDWIDE AGREEMENT
SUN MAINTENANCE
(Sun-Netscape Alliance Software)
BY CONTACTING SUN FOR TECHNICAL SUPPORT THROUGH THE TELEPHONE NUMBER O
URL ADDRESS PROVIDED WITH THIS AGREEMENT OR BY DOWNLOADING ANY UPGRADES PROVIDED
WITH THIS AGREEMENT, THE INDIVIDUAL OR ENTITY WHO PURCHASED THE MAINTENANCE PLAN
(`CUSTOMER") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS
AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT,
CUSTOMER SHOULD NOT CONTACT SUN FOR SUPPORT OR DOWNLOAD UPGRADES AND PROMPTLY
CONTACT CUSTOMER'S PLACE OF PURCHASE FOR CANCELLATION OF MAINTENANCE, CUSTOMER
WILL RECEIVE A REFUND OF ANY MONEY PAID ONLY IF CUSTOMER CONTACTS THE PLACE OF
PURCHASE TO CANCEL CUSTOMER'S MAINTENANCE ORDER WITHIN THIRTY (30) DAYS OF
PURCHASE. THIS AGREEMENT WILL BE VALID FOR ONE (1) YEAR FROM CUSTOMER'S DATE OF
PURCHASE ("MAINTENANCE PERIOD").
1. DEFINITIONS
1.1 "End User" means each individual within each corporation or entity
licensed to use Software under Sun's standard Binary Code License,
which includes the Software product terms and conditions accompanying
the Software ("BCL"). If Software is licensed to be used to provide
further services for individuals outside of the corporation or entity
licensing the Software, regardless if for a fee, then "End User"
includes such individuals.
1.2 "Errors" means one or more reproducible deviations in the standard,
unmodified Software from the applicable specifications shown in the
documentation.
1.3 "Maintenance Option" means additional Maintenance Program features set
forth in a Schedule that Customer may choose to purchase.
1.4 "Maintenance Period" means twelve (12) months from the Maintenance
Effective Date.
1.5 "Maintenance Program" means the Sun program pursuant to which Customer
may obtain technical support and maintenance Services, including any
Maintenance Options for which Customer has paid the applicable
Maintenance fee.
1.6 "Maintenance Release" means a Software revision or patch that improves
the functionality of Software that does not contain any new features
or enhancements. A Maintenance Release is not an upgrade.
1.7 "Schedule" means the additional terms applicable to each Maintenance
Program, which are incorporated herein, including any optional terms
set forth in attachments thereto. The terms of a Schedule will take
precedence over any terms in this Exhibit to the extent that they are
inconsistent.
1.8 "Software" means the software licensed by Customer pursuant to the
Software Exhibit.
1.9 "SoftwareRelease" means a release of Software that is designated by
Sun in its sole discretion by a change in the digit(s) to the left of
the decimal point in the Software version number [(x).x.x].
1.10 "Update" means a release of Software that is designated by Sun in its
sole discretion by a change in the digit(s) to the right of the tenths
digit in the Software version number [x.x.(x)].
1.11 "Upgrade"means Updates, Version Releases, or Software Releases that
Sun makes generally commercially available and excludes Software
Releases or Software designated by Sun as a separate Software or new
component.
1.12 "Version Release" means a release of Software that is designated by
Sun in its sole discretion by a change in the tenths digit in the
Software version number [x.(x).x].
2. TECHNICAL SUPPORT
2.1 Sun will provide back-end support to Customer for Errors not resolved
by Customer pursuant to Customer's support policies and in accordance
herewith.
2.2 Sun will provide Customer with a telephone number that Customer may
use to report Errors during Sun business hours. If stated in the
Schedule for a particular Maintenance Program, Sun will also provide
Customer with a website URL.
2.3 Sun will make reasonable efforts to correct significant Errors that
Customer identifies, classifies and reports to Sun and that Sun
substantiates. Sun may reclassify Errors if it reasonably believes
that Customer's classification is incorrect.
2.4 Customer will provide sufficient information to Sun to enable Sun to
duplicate the Error before Sun's response obligations will commence.
Unless otherwise authorized in writing by Sun, Sun will not be
required to correct any Error caused by: (i) incorporation of,
attachment of a feature, program, or device to the Software, or any
part thereof, by Customer; (ii) any nonconformance caused by accident,
transportation, neglect, misuse, alteration, modification, or
enhancement of the Software by or on behalf of Customer; (iii)
Customer's failure to provide an installation environment recommended
for the Software; (iv) Customer's use of the Software for other than
the specific purpose for which the Software is intended; (v)
Customer's use of the Software on any systems other than the specified
hardware platform for such Software; (vi) Customer's use of defective
media or defective duplication of the Software; or (vii) Customer's
failure to incorporate any Maintenance Releases previously released by
Sun which corrects such Error.
2.5 Provided Error reports are received by Sun during Sun business hours,
Sun will use reasonable commercial efforts to communicate with
Customer about the Error, via telephone within the target response
times specified in the Schedule for the applicable Maintenance
Program(s).
2.6 Sun will use reasonable commercial efforts to identify defective
source code and to resolve each significant Error by providing either
a reasonable workaround, an object code patch or a specific action
plan for how Sun will address the problem and an estimate of how long
it will take to rectify the defect.
2.7 Sun agrees to support a given revision, to include Software Releases,
Upgrades and Version Releases of the Software, for twelve (12) months.
2.8 Sun may subcontract the provision of Services under any Maintenance
Program, in which case Sun will remain primarily responsible for the
provision of such Services.
3. MAINTENANCE RELEASES AND UPGRADES
3.1 Provided that Customer has paid the applicable Maintenance Program
fees, Customer will be entitled to receive any Maintenance Releases
and/or Upgrades made generally available during the Maintenance Period
for the Software licensed from Sun by Customer and covered under a
Maintenance Program.
3.2 Provided that Customer has paid for and has current Maintenance
Program for Software Releases and Upgrades, Customer will be entitled
to all commercially released major and minor Updates included in such
Maintenance Program for the period thereof, regardless of whether such
Updates result from independent development by Netscape or Sun, or
joint development by the Sun-Netscape Alliance.
3.3 Netscape client products are excluded from coverage under any
Maintenance Program.
3.4 Any Upgrades released during the Maintenance Period shall be made
available on a Sun-designated web site for access or electronic
download by Customer. Sun shall register Customer for such access or
electronic downloads, and will provide Customer with instructions in
writing or electronically. When a Maintenance Release or Upgrade is
available for access or download, Sun will issue to an address
designated by Customer an electronic communication indicating such
availability.
3.5 Use of Software Updates, Version Releases, Software Releases,
Maintenance Releases and Upgrades is governed by the applicable BCL
obtained with the original Software.
4. TERM AND TERMINATION
4.1 This Maintenance Exhibit will come in force on the Maintenance
Effective Date and, unless earlier terminated by either party as set
forth below, remain in effect for a period of one (1) year.
4.2 Prior to the expiration of the current term, Sun may invoice Customer
for annual renewal of the Maintenance Program pursuant to the terms,
conditions, and pricing then in effect. If Customer does not wish to
renew the Maintenance Program, Customer must contact Sun prior to the
expiration of the current term in order to decline the renewed
Maintenance Program.
4.3 Reinstatement of a lapsed Maintenance Program is subject to Sun's
then-current Services reinstatement fees in effect on the date the
reinstatement of Services is ordered.
4.4 Either party may terminate this Maintenance Agreement: (i) immediately
upon written notice to the other party of a non-remediable breach;
(ii) immediately, upon written notice to the other party if the other
party fails to cure a remediable breach not involving non-payment of
amounts due within thirty (30) days of being notified of such breach;
(iii) by thirty (30) days' written notice to the other party in the
event that no Maintenance Program is in effect under this Maintenance
Exhibits; or (iv) immediately, upon written notice to the party to
which termination for cause of any other Exhibit to the Master Terms
is imputed.
4.5 Each party waives and releases the other from any claim to
compensation or indemnity related to the permitted or lawful
termination of the business relationship established under this
Exhibit. However, terminated shall not affect the right of either
party to receive or recover: (i) damages sustained by reason of
material breach of this Maintenance Exhibit by the other party; or
(ii) any payments which may then be owing under the terms of this
Maintenance Exhibit.
5. PRICE AND LICENSE FEES
5.1 Prices and license fees for Maintenance Programs will be
non-refundable and based on the applicable Sun Price List at the time
Customer places an order. Payment will be made in US Dollars.
5.2 Customer may place written purchase orders for renewal or different
Maintenance Program provided that each purchase order contains the
following: (i) the Agreement number; (ii) the name of the Maintenance
Program; (iii) the service fees and charges therefor; (iv) bill to
address (if different); and (v) the names and email addresses of
Customer's technical liaisons.
5.3 Sun reserves the right to charge Customer additional technical support
fees at its then standard rates for technical support services
performed in connection with reported Errors which are later
determined to have been due to hardware or software not supplied by
Sun or caused by any of the items set forth in Section 2.4 (i)-(vii).
5.4 Sun's service offerings are continually evolving. Accordingly, Sun
reserves the right to make Maintenance Program substitutions and
modifications at any time that do not cause a materially adverse
effect on overall service performance.
6. CUSTOMER OBLIGATIONS
6.1 Customer,and not Sun, will be responsible for, and will bear all
expenses associated with, providing front-line technical support,
Maintenance Releases, and Upgrades to its End Users. Until Customer
has paid Sun the annual Services fee for an End User, Customer shall
not be entitled to provide Maintenance Releases and/or Upgrades to any
End User or use any back-end support received from Sun to provide
front-line technical support to such End User.
6.2 Customer must comply with all trouble-shooting and technical database
procedures relevant to an Error prior to contacting Sun.
6.3 Customer must establish and maintain a procedure external to systems
for reconstruction of lost or altered files, data or programs.
6.4 Customer agrees to use reasonable commercial efforts to answer its End
Users' support questions. Customer's technical liaisons who contact
Sun for technical support must have sufficient technical expertise for
Customer to perform its obligations hereunder. Only the Customer
technical liaisons identified to Sun will contact Sun for technical
support and notify Sun in writing or electronically of changes in the
technical liaisons.
6.5 Customer agrees that any information or documentation distributed by
Customer to its End Users will clearly and conspicuously state that
End Users should call Customer for technical support for the Software.
6.7 Sun will have no obligation to furnish any assistance, information or
documentation with respect to the Software, directly to End Users. If
Sun customer support representatives are being contacted by a
significant number of Customer's End Users then, upon Sun's request,
Customer and Sun will cooperate to minimize such contact.
7. INSURANCE
7.1 If the Maintenance Program Customer has purchased includes provision
of onsite support by Sun or Netscape at Customer's location, Sun and
Netscape shall each be responsible, at their expense, for securing and
maintaining Worker's compensation insurance in accordance with the
local laws applicable to such onsite support. If Sun or Netscape is
permitted by state law to be a self-insurer, they may maintain the
equivalent of such insurance.
7.2 Sun and Netscape further agree to be responsible, at their expense,
for securing and maintaining adequate Comprehensive General Liability
insurance for claims for damages based on bodily injury (including
death) and property damage caused by or arising from acts or omissions
of their respective employees.
8. ADDITIONAL LIMITATIONS
In no event will any entity working with Sun on the development and supply of
any Upgrades or services or part thereof by liable under the terms of this
Agreement.
SCHEDULE A
TERMS FOR GOLD, SILVER AND BRONZE MAINTENANCE PROGRAMS
Customer may select one or more of the following Maintenance Program in its
purchase order. Customer's purchase order must indicate which Maintenance
Program is being purchased. Working hours and working days are defined by the
Sun office delivering the Maintenance Program.
1. Gold Maintenance Program
1.1 Customer may use the telephone number and web site URL provided by Sun
to request support. Customer may submit Priority 1 problems only, 24
hours a day, 7 days a week. For Priority 1 problems, Customer agrees
to notify Sun via telephone.
1.2 Customer Contacts: Customer will identify 4 members of its customer
support staff, per 8 hour shift, to act as the primary technical
liaisons responsible for all communications with Sun's technical
support representatives.
1.3 Customer will designate, in writing and/or e-mail to Sun, its list of
liaisons within 1 week after Sun's receipt of Customer's purchase
order, and may substitute contacts at any time by providing 1 week's
prior written and/or electronic notice thereof to Sun.
1.4 Working hours in the U.S. and Canada are 5:00 a.m. to 5:00 p.m. (PST).
Priority 1 working hours are identified in subsection 1.1 above.
Working hours outside the U.S. and Canada vary with the location and
office.
1.5 The following target response times will apply:
Priority Failure Description Initial Target
Response Time
- ----------------------------------------------------------------------------------------------------------
1 Enterprise Critical (Production Server or application is not functioning) 1 business hours
2 Severe Impact (Software inconsistency causes significantly decreased 4 business hours
Customer productivity, such as periodic work stoppages or feature
crashes)
3 Degraded Operations (Software inconsistency causes slightly impaired Next business day
Customer productivity, but Customer can work around problem)
4 Minimal Impact (Requests for minor changes such as documentation Next business days
updates, cosmetic defects or feature enhancements)
2. Silver Maintenance Program
2.1 Customer may use the telephone number and web site URL provided by Sun
to request technical support.
2.2 Customer Contacts: Customer will identify 2 members of its customer
support staff, per 8 hour shift, to act as the primary technical
liaisons responsible for all communications with Sun's technical
support representatives.
2.3 Customer will designate, in writing and/or e-mail to Sun, its list of
liaisons within 1 week after Sun's receipt of Customer's purchase
order, and may substitute contacts at any time by providing 1 week's
prior written and/or electronic notice thereof to Sun.
2.4 Working hours in the U.S. and Canada are 5:00 a.m. to 5:00 p.m. (PST).
Working hours outside the U.S. and Canada vary with location and
office.
2.5 The following target response times will apply:
Priority Failure Description Initial Target
Response Time
- --------------------------------------------------------------------------------------------------------
1 Enterprise Critical (Production Server or application is not functioning) 4 business hours
2 Severe Impact (Software inconsistency causes significantly decreased 8 business hours
Customer productivity, such as periodic work stoppages or feature
crashes)
3 Degraded Operations (Software inconsistency causes slightly impaired Next business day
Customer productivity, but Customer can work around problem)
4 Minimal Impact (Requests for minor changes such as documentation 2 business days
updates, cosmetic defects or feature enhancements)
3. Bronze Maintenance Program
3.1 Customer may use the telephone number and web site URL provided by Sun
to request technical support.
3.2 Customer Contacts: Customer will identify 2 members of its customer
support staff, per 8 hour shift, to act as the primary technical
liaisons responsible for all communications with Sun's technical
support representatives.
3.3 Customer will designate, in writing and/or e-mail to Sun, its list of
liaisons within 1 week after Sun's receipt of Customer's purchase
order, and may substitute contacts at any time by providing 1 week's
prior written and/or electronic notice thereof to Sun.
3.4 Working hours in the U.S. and Canada are 8:00 a.m. to 5:00 p.m. (PST).
Working hours outside of the U.S. and Canada vary with location and
office.
3.5 The following target response times will apply:
Priority Failure Description Initial Target
Response Time
- ---------------------------------------------------------------------------------------------------------
1 Enterprise Critical (Production Server or application is not functioning) 6 business hours
2 Severe Impact (Software inconsistency causes significantly decreased Next business day
Customer productivity, such as periodic work stoppages or feature
crashes)
3 Degraded Operations (Software inconsistency causes slightly impaired Next business day
Customer productivity, but Customer can work around problem)
4 Minimal Impact (Requests for minor changes such as documentation 2 business days
updates, cosmetic defects or feature enhancements)