Agreement - LiveOnTheNet.com and Open Door Music Inc.
AGREEMENT
This agreement (the "Agreement") is entered into by and between LiveOnTheNet.com
and Open Door Music, Inc., known jointly as "the parties," this 1st day of July,
1999.
1. DEFINITIONS:
1.1 Programming. The Programming ("Programming") shall include those broadcasts
aired or produced by or on behalf of Open Door Music for viewing via the
Internet, and which conform to the content policies of LiveOnTheNet.com,
and excluding those broadcasts with respect to which Open Door Music has
provided LiveOnTheNet.com written notification that Open Door Music does
not have the right to distribute or archive such broadcasts on the system,
as defined in 1.2.
1.2 System. The System ("System") is any wireless network (including, without
limitation, direct broadcast satellites, hand held devices, microwave dish
Facilitated Data Transmission, Vertical Blinking Interval (VBI), wireless
cable and data broadcasting and any and all other wireless networks) or
wired networking (including without limitation, the Internet, the Internet
II, or any other online services network which utilizes computer terminals
and modems, cable modems, HFC, coaxial cable, xDSL, routers, splitters,
switches, multicasting technology, power lines, or other high speed data
connections and any and all other wired networks) that distributes audio,
video, or other programming using digital algorithms, one and/or two-way
digital services, traditional network or cable broadcast media or any other
media (except AM/FM radio broadcasts).
1.3 Open Door Music Channel. The Open Door Music Channel shall mean any and all
URL's provided to Open Door Music by LiveOnTheNet as part of LiveOnTheNet's
primary multimedia URL, as it may be known from time to time, and URL's
provided to LiveOnTheNet.com by Open Door Music, for the purpose of
multimedia broadcasting via the System.
1.4 Time Period. ("Time Period") for the Agreement shall be for a two (2) year
period beginning upon the execution of the Agreement. This Agreement may be
extended for subsequent one-year periods by mutual consent of the parties.
2. OPEN DOOR MUSIC COVENANTS:
2.1 Open Door Music hereby grants to LiveOnTheNet.com the worldwide exclusive
right to distribute, copy and market, syndicate, and archive on the Open
Door Music Channel all Open Door Music Programming on the System (including
Programming broadcast by all Open Door Music affiliates) for the Time
Period set forth above, with the exception of Open Door Music, who will be
allowed to archive its own content on its site. In addition,
LiveOnTheNet.com has the right to maintain a copy of the Programming to be
included in LiveOnTheNet.com's historical archives at LiveOnTheNet.com's
discretion for on-demand access on the LiveOnTheNet.com size for a period
of 6 months after the expiration of this Agreement. Open Door Music will
provide current schedules, lists of guests, updates of Programming and any
and all information and materials required for fulfillment by
LiveOnTheNet.com of any part of this Agreement and that said information
and materials are to be provided in a timely fashion for placement on an
Open Door Music's URL on LiveOnTheNet.com
2.2 LiveOnTheNet.com shall make any and all of its promotional opportunities
available to Open Door Music.com, either at no charge or at a reasonable
cost as outlined in LiveOnTheNet.com's published promotional rate book as
presented in Appendix A, advertising and Sponsorship Opportunities.
2.3 Open Door Music shall be allowed to keep on hundred percent (100%) of the
advertising revenues generated and hosted on the Open Door Music Channel
and any sub-channels utilized by Open Door Music, provided, however, that
should Open Door Music fail to secure an advertiser for any event on the
Open Door Music access page, complete or sub-channel, LiveOnTheNet shall be
permitted to place said advertisement in which case LiveOnTheNet and Open
Door Music shall share fifty (50%) of gross monies received as a result of
that advertising. Said advertisement placed by LiveOnTheNet, however, shall
be keeping with the wishes of the programming owners in accordance with 3.5
below.
Advertising revenues will be tracked through standard server reports and
manually rendered on a monthly. Any payments due Open Door Music.com will
be made within 30 days of the payable month based upon the server reports.
2.4 Open Door Music shall adhere to all commercially reasonable formatting and
click through policies for channel partners as may be mutually adopted from
time to time by LiveOnTheNet and Open Door Music. Current specifications
published by LiveOnTheNet.com as "Advertising and Sponsorship Opportunities
for LiveOnTheNet.com Channel Partners" may be considered as appendix A of
this Agreement and incorporated herein by reference.
32.5 At Open Door Music's sole cost and expense Open Door Music will provide or
otherwise service necessary support personnel to administrate the Open Door
Music programming and coordinate with the appropriate personnel at
LiveOnTheNet.
2.6 Open Door Music hereby grants to LiveOnTheNet.com the right to use Open
Door Music's approved logos, call letters, trademarks and other
intellectual property rights in print, audio, online and other advertising
for the System and the Programming, and in other means in connections with
this Agreement with prior written approval, not to be unreasonable
withheld.
2.7 With respect to the programming on the Open Door Music Channel, Open Door
Music shall provide LiveOnTheNet, with reasonable notice, copies of all
contracts necessary to secure the right of Open Door Music to air said
programming provided said contracts are not held as confidential in which
case Open Door Music shall provide an affidavit setting forth the
appropriate clearances have been secured. LiveOnTheNet.com shall make
copies of the contracts it uses to Open Door Music.com.
3. COVENANTS OF LIVEONTHENET.COM
3.1 LiveOnTheNet.com will provide Internet distribution of the Programming on
the System at no cost to Open Door Music. Additionally, LiveOnTheNet.com
will maintain, at its cost, any technical equipment necessary to receive
and distribute the Programming over its System along with providing the
audio streams (or video stream, as applicable in LiveOnTheNet.com's sole
discretion) and licensed software for the System. LiveOnTheNet.com shall
possess the right to choose which audio (or video) streaming software to
use, and shall choose when to upgrade said software. Software and hardware
used in the reception and distribution of Open Door Music content on the
LiveOnTheNet.com network shall at all times be and remain the exclusive
property of LiveOnTheNet.com.
3.2 LiveOnTheNet.com will provide access for Open Door Music in the same size
and manner as other channels on the LiveOnTheNet.com ("Access Page"). The
Programming will be accessible on the System from such locations designated
by LiveOnTheNet.com, including, but not limited to, the Access Page but
shall be the same or substantially similar to other channel access pages.
Overall web site and page sponsorship and advertising revenue for Open Door
Music template, Open Door Music's main access page and sub channel pages
shall belong to Open Door Music in its entirety subject to the revenue
sharing agreement as expressed in 2.3 above.
3.3 LiveOnTheNet.com will promote Open Door Music in the LiveOnTheNet.com site
and provide a hyperlink in the form of a channel bar access button (as
described in 3.2) to the Open Door Music channel from the main LiveOnTheNet
access page.
3.4 LiveOnTheNet.com will provide Open Door Music information about Open Door
Music's site and event traffic in a reasonable amount of time as it is
available to LiveOnTheNet.com.
3.5 LiveOnTheNet.com reserves the right to refuse any advertising by existing
sponsors obtained by Open Door Music for its broadcast which does not
conform to LiveOnTheNet's programming standards. At no time may Open Door
Music allow an adult industry advertiser the right to advertise on any
page, template or subchannel of Open Door Music. Conversely, LiveOnTheNet
shall not allow any adult advertiser which does not conform to
LiveOnTheNet's programming standards on the main access page or
LiveOnTheNet template. Open Door Music shall be allowed to make reasonable
requests to exclude from the LiveOnTheNet template certain advertisers that
are offensive or in direct competition with the major sponsors of an Open
Door Music program. Said exclusion of advertisers shall be for those
programs only and may resume on all over subchannels or templates.
3.6 LiveOnTheNet.com shall be able to perform the responsibilities of this
contract, including every aspect of content acquisition, promotion,
programming and distribution, in matters of resources, finances and
response time, in a commercially reasonable manner in all areas.
3.7 Open Door Music acknowledges that LiveOnTheNet.com does not make any
representations or warranties regarding the ability or exposure of the
System, amount of revenue to be realized from the System or associated
advertising, and there are no guarantees regarding it.
4. OPEN DOOR MUSIC HEREBY WARRANTS THE FOLLOWING:
4.1 Open Door Music has all requisite corporate power and authority to execute
and deliver the Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been
duly authorized, executed and delivered by Open Door Music, constitutes the
valid and binding agreement of Open Door Music, enforceable against Open
Door Music in accordance with its terms.
4.2 The Programming is either owned or controlled by Open Door Music, and Open
Door Music has the right and authority to assign retransmission and
distribution rights to LiveOnTheNet.com on the System. Open Door Music.com
has the right to archive and re-broadcast any of its content to its own
site.
4.3 Open Door Music hereby indemnifies and holds LiveOnTheNet.com harmless from
any such fees, liabilities, claims, losses, damages or penalties incurred
by LiveOnTheNet.com as a result of (I) for transmission and/or distribution
of the Programming in accordance with the terms of the Agreement (II) Open
Door Music's breach of any terms of the Agreement including, but not
limited to, breach of these representations and warranties. The provisions
of this Paragraph 4.3 shall survive termination of this Agreement.
5. LIVEONTHENET.COM HEREBY WARRANTS THE FOLLOWING:
5.1 LiveOnTheNet.com has the requisite corporate power and authority to execute
and deliver this agreement, to former its obligations hereunder, and to
consummate the transactions contemplated hereby.
5.2 Open Door Music or rightsholder shall not incur any expense related to the
transmission or distribution of the Programming by LiveOnTheNet, except as
otherwise specified in this Agreement.
6. GENERAL:
6.1 This Agreement shall constitute the entire understanding between the
Parties, and supercedes all prior negotiations or understandings between
the parties concerning the subject matter contained herein. Various content
acquisition technologies, developed by or made available to
LiveOnTheNet.com, may be offered to Open Door Music by LiveOnTheNet.com
from time to time they require additional appendices to this contract.
6.2 Each party acknowledges and agrees that (I) the other party's logos, trade
names, trademarks and service marks (collectively, "Marks") are and shall
remain the sole property of the other part, (II) nothing in this Agreement
shall confer in either party any right of ownership in the other party's
Marks, and (III) the party shall not now or in the future contest the
validity of the other party's Marks.
6.3 This Agreement shall be governed by the laws of the State of Alabama or the
State of Rhode Island.
6.4 LIVEONTHENET.COM HEREBY DISCLSIMS ALL WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER.
6.5 LIVEONTHENET.COM WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO
THIS AGREEMENT, HOWEVER CAUSED AND ON NY THEORY OF LIABILITY (INCLUDING
NEGLIGENCE) AND EVEN IF LIVEONTHENET.COM HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
6.6 LIVEONTHENET.COM SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, OR ANY
INTERRUPTION OF SERVICE, DUE TO ANY CAUSE.
6.7 Should any part of this Agreement be found to be illegal or otherwise
unenforceable, both Parties shall continue to be bound under the remaining
terms of the Agreement, if the purpose and intent of the Parties can be
carried out under the remaining parts of the Agreement. A facsimile
signature shall be deemed an original for the purposes of this Agreement.
6.8 This agreement shall be binding upon and insure to the benefit of the
Parties hereto and their respective successors, assigns or purchases of the
respective companies.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing agreement to be
signed by a duly authorized agent of each party, the day and year first above
written.
OPEN DOOR MUSIC: LIVEONTHENET.COM
2104 West Ferry Way
Huntsville, AL (35801)
-------------------------
By: /s/ By: /s/
---------------------- ------------------------------
Name: Camille P. Barbone Jim Felder, V.P. Marketing
Its: Vice President and General Manager
<PAGE>
APPENDIX A
Live and On-Demand: Live Events
Bandwidth Base Rate 2 hours 3 hours
14.4K* $1,200 $2,000 $2,800
28.8K $1,600 $2,800 $4,000
56.5K $2,000 $3,400 $4,800
*14.4 adequate for audio only
On-Demand Only: 28.8K Hosting
Duration 1 hour 2 hours 3 hours
3 months $240 $480 $720
6 months $480 $960 $1,440
9 months $720 $1,440 $2,160
12 months $960 $1,920 $2,880
On-Demand Only: 56.6K Hosting
Duration 1 hour 2 hours 3 hours
3 months $300 $600 $900
6 months $600 $1,200 $1,800
9 months $900 $1,800 $2,700
12 months $800 $2,400 $3,600
Encoding
Type 1 hour 2 hours 3 hours
Audio $40 $80 $120
Video $80 $160 $240
Special $160 $320 $480
Features and Custom Development
Development of AdStream custom player, audio or video $2,500
Webdev event back-office, per single event:
launch page and promo page development
from customer-supplied graphics and text $500
Registration $600
Web stats $800
Chat $1,200
Banner Ads $20/M
Audio Ad $1.0030 sec.
Video Ad $3.6030 sec.
Event Sponsorship Negotiated
Showbot Lease $1000/month
Showbot Sponsorship Negotiated
Showbot connection (ISDN and fees) Negotiated
Services and Equipment
Director, per day $450
Crew, per day $350/person
Camera, per day $200
Audio, per day $ 60
Lights, per day $ 60