Purchasing Options


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Purchasing Options

  1. 1. LICENSE AGREEMENT This License Agreement (this “Agreement”) is made effective as of May 19, 2010 (the “Effective Date”) between Melinda Crawley, President, M2S2 Communications, of 17 Peggy Sue Drive, Ringgold, Georgia 30736 (hereinafter “Licensor”) and Jane Smith, Marketing Manager of Main Telephone Company of 123 Market Street, Anytown, Kansas 45678 (hereinafter “Licensee”). The parties agree as follows: 1. GRANT OF LICENSE. Licensor owns Licensee’s IPTV Users Guides for Minerva Networks iTV (“Licensed Property”). See APPENDIX A for a description of the IPTV User’s Guide. In accordance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicenseable right to reproduce the Licensed Property an unlimited number of times in any and all media for the following purposes: print publication; electronic publication including website design; advertising and promotional materials; any other use approved in writing by Licensor. Licensor retains title and ownership of the Licensed Property. 2. PAYMENT OF ROYALTY. As partial considerations for the rights and licenses herein granted, Licensee shall pay the Licensor the set up fee in Appendix B for the version provided in Appendix A. If further work is desired to be done on an hourly basis, the hourly rate is provided in Appendix B. Additionally, if another version of the Licensed Product such as the one provided in Appendix B is desired, a price can be provided for such additional features upon request of the Licensor. Finally, Licensee agrees to pay Licensor within thirty days of receipt of an invoice upon the completion of the work. For hourly work, the Licensee agrees to net monthly billing. 3. MODIFICATIONS. Unless the prior written consent of Licensor is obtained, Licensee may not modify or change the Licensed Property in any manner. Written permission will not be unreasonably withheld to allow Licensee to make editorial changes once a draft CD from Licensor has been received. The draft and/or edited versions Licensor’s Licensed Property remain the property of Licensor. When Minerva Networks iTV version updates are available, and Licensee wants them added to their guides, Licensor may provide that service at the hourly rate provided in Appendix B which my be updated from time to time. An estimated amount of time to provide such service may be provided upon request. 4. DEFAULTS. If Licensee fails to abide by the obligations of this Agreement, Licensor shall have the option to cancel this Agreement by providing fifteen days’ written notice to Licensee. Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period. 5. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days’ written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.
  2. 2. 6. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Licensed Property by the other party or by any third party. In no event will Licensor by liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Licensed Property. 7. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the Licensor. Licensee shall not have the right to assign or otherwise transfer, even by action of law or otherwise, its interests in this Agreement to any other party, without the prior written consent of the Licensor. 8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 9. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and signed by both parties. 10. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Georgia, Catoosa County. LICENSOR: Melinda Crawley, President, MS Communications By: _______________________________________________ Melinda Crawley, President, MS Communications _______________________________________________ Date LICENSEE: __________________________________________ By: _________________________________________________ Jane Smith/ Marketing Director, Main Telephone Company _______________________________________________ Date purchasing-options4486.doc 2
  3. 3. Appendix A IPTV User’s Guide for Services Using Minerva Networks iTV The IPTV User’s Guide includes:  CD-ROM containing o The complete 64-page book in press-ready electronic format, including source files, graphics and fonts. o The complete 64-page book in Web-ready Adobe Acrobat format with bookmarks to quickly take you to any topic in the guide o Attractive cover appealing to a wide audience o Quick reference pages with diagrams  Remote control  Program guide screen  Info bar o Full color screenshots throughout o Quick reference pages with diagrams  Remote control  Program guide screen  Info bar o Full color screenshots throughout, and placement of their logo in guide o Sections covering the following features  InfoBar  Guide  Reminders and Auto Tunes  Pay Per View  Rentals/Video on Demand  Vault  Caller ID  Parental Conrol  Settings • Hardware Settings—“Reserved for service provider” is the only information listed  Favorites purchasing-options4486.doc 3
  4. 4.  Search  DVR (Digital Video Recorder)  HDTV  Web and Email Minerva Software version 3.1 Blue Swirl Set Top Boxes: ADB 3800W; 5810WX Remote Controls: ADB RC1 and RC2 APPENDIX B IPTV User’s Guide for Services Using Minerva Networks iTV PRICING Standard Licensing Fee (One time payment) Licensing Fee 5,900.00 Main Telephone Company Licensing fee includes the products and services provided in Appendix A. Additionally, customizations listed below. Customizations included in the licensing fee Includes all products and features of the standard user’s guide, as well as the following customizations:  Customization of front and back covers to include company logo and/or video service branding  Customization of the “Remote Control Layout” (page 1) to your exact make and model of remote control  Removal of any sections covering features your service does not provide. Sections removed in this manner may be re-inserted at such time as you begin offering such service. Re- insertion of such material will be charged at the hourly design rate of $65 per hour. This may be amended by Licensor with at least thirty (30) days notice to Licensee once that service is enabled.  Basic digital IP Video Wiring diagram-STB (Set Top Box)/TV/VCR/DVD wiring diagram.  Detailed review of the Motion Picture Association of America (MPAA) movie ratings system, and TV Parental Guidelines Board television ratings system purchasing-options4486.doc 4
  5. 5. Further Customization Rates Additional changes beyond the scope of the above customizations are billed at a rate of $65.00 per hour. Future Updates of IPG Future version of the IPG software will be supported. Pricing for updates is dependent upon the degree of changes necessary to the users guide. Customers with a current licensing agreement will receive the updated version at a cost no more that half of their standard licensing fee, plus the normal charge for any requested customizations. purchasing-options4486.doc 5