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Document Preview License and Service Agreement |
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Title: |
License and Service Agreement |
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Date: |
2000 |
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Preview shows 5KB of 38KB total |
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$39 |
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ID: |
#1385924 |
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Wiredinn.com/ Cinema Internet Networks, Inc.
License and Service Agreement
THIS AGREEMENT is entered into this 26th day of October, 2000, by and between
Wiredinn.com, LLC., a United States limited liability corporation, having a
principal office at 5300 Town & Country Blvd., Suite 310, Frisco, Texas 75034
USA ("Wiredinn"), and Cinema Internet Networks, Inc., a Canadian corporation,
with offices at Suite 320, 1333 Johnston Street, Pier 32 Building, Vancouver, BC
V6H 3R9 ("CWK").
W I T N E S S E T H:
WHEREAS, Wiredinn is engaged in the business of providing electronic guest
services to hotels for the convenience of hotel guests; and
WHEREAS, CWK desires to install and implement the hardware and software required
for high-speed Internet access "HSIA" for Wiredinn Customers thereby giving them
the ability to provide guest services through Wiredinn's electronic interface;
and
WHEREAS, Wiredinn and CWK believe it is in their mutual interest and desire to
enter into an agreement whereby Wiredinn would use CWK's installation services
to provide their Customer's guests access to hotel services on Customer's
premises pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of
this Agreement, the parties hereto agree as follows:
1. DEFINITIONS
For the purposes of this Agreement, the terms defined in this Section have the
following associated meanings:
A. "Customer" means any hotel or multiple-dwelling unit that is receiving
services to Installed Rooms from either CWK (exclusive of Sprint Canada) or
Wiredinn, as the case may be, during the term of this Agreement.
B. "Other Customer" (OC) means a Wiredinn portal customer generated by Sprint
Canada or other Wiredinn consortium member in the Territory.
C. "Installed Room" means a hotel guest room or multiple-dwelling unit with
fully operational high-speed Internet access utilizing the Portal through a
television, laptop, or other computing device connectivity.
D. "Internet" means the worldwide network of computers that includes the World
Wide Web.
E. "Portal" means any embodiment, including human and machine interfaces, of
Wiredinn's electronic guest services.
F. "Territory" shall mean the countries of the United States of America and
Canada. The parties agree that additional territories may be assigned to CWK
subject to mutual agreement.
G. "Effective Date" means the date specified in the first paragraph of this
Agreement.
H. "HSICE" means High-Speed Internet Customer Equipment and refers to the
Hardware described in Schedule A installed at the Customer or Other Customer
premises. Also referred to as "Equipment" in this agreement.
<PAGE>
I. "Wiredinn Portal Service Agreement" (See Schedule C attached). The Customer
agreement allowing Wiredinn to provide portal services to the Customers'
guests using the HSICE.
J. "Premise" means the buildings where HSICE is installed to provide HSIA and
the Wiredinn portal to Customer guests.
K. "Site Survey" is a detailed assessment of a hotel's cabling infrastructure,
Main Distribution Frame(s), Intermediate Distribution Frame(s), PBX room,
server room, and structural particulars. A site survey also includes two or
three equipment solutions that could be used to install HSIA throughout the
hotel.
2. LICENSES
A. Wiredinn hereby grants to CWK, for the Term of this Agreement, and any
extension, the right of first refusal to provide installation services as set
forth in Schedule "A" to Wiredinn's Customers within the Territory, as CWK
agrees to provide. Additionally, CWK shall have license to deliver and
provide the Portal and other products and services set forth in Schedule "A"
to Customers within the Territory.
B. CWK hereby grants to Wiredinn, for the Term of this Agreement, and any
extension, the right of first refusal to provide portal services as set forth
in Schedule "A" to CWK's Customers within the Territory.
C. The grant of rights pursuant to the clauses above shall terminate on the date
of termination of the Agreement and revert to the party granting such rights.
3. TERM
This Agreement shall extend for a period (the "Term") of five (5) years from the
effective date hereof, and thereafter, shall be automatically renewed for one-
year periods, unless, on or before 90 days prior to the anniversary date, either
party gives written notice to the other party of its election not to renew this
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