End-User Software License Agreement - Instant Video Technologies Inc. and RMSI
END-USER SOFTWARE LICENSE AGREEMENT
between
INSTANT VIDEO TECHNOLOGIES, INC.
500 Sansome Street, Suite 503
San Francisco, California 94111
and
RMSI
Company Name: RMSI
Principal Address: 2700 Mercantile Drive, Suite 100
Sacramento, California 95742
Contact Person: Thomas Lusi
Chairman and Founder
Phone Number: (916) 858-3313
Facsimile Number: (916) 858-3300
By executing this Agreement, Instant Video Technologies, Inc. ("IVT") and RSMI
("Licensee") are agreeing to a license of certain computer programs in
accordance with the terms and conditions contained in this Agreement.
This Agreement consists of (1) this cover page; (2) the attached Terms and
Conditions; and (3) the Program Order attached as Exhibit A, as well as
additional Program Orders accepted from time to time with respect to this
Agreement.
Licensee has read, understands and agrees to the terms and conditions of this
Agreement and has duly authorized the individual signing this Agreement on its
behalf to do so.
INSTANT VIDEO TECHNOLOGIES, INC. RMSI
By: By:
------------------------------------ ---------------------------------
Thomas Koshy
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(Print Name)
Title: Senior VP Strategic Planning Title:
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Date: August 27, 1999 Date: , 19
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End-User Software License Agreement RMSI
TERMS AND CONDITIONS
I. DEFINITIONS
A. "Burstware Conductor(TM)" means the computer program included
among the Licensed Software that is designed to operate on a
hardware server and that manages the distribution of audio
and/or video content from one or more hardware servers on
which the Burstware Server software has been installed to
Burstware Players installed on client computers. Each
Burstware Conductor requires a Burstware License Key
configured for the host name or IP address of the computer on
which the Burstware Conductor is installed.
B. "Burstware(R) License Key" means the unique, encrypted
software program provided by IVT (only upon payment of the
applicable license fees) that is designed to prevent use of
the Licensed Software beyond the scope of the license paid for
by Licensee by limiting, as appropriate, and in addition to
other limits, the number of Concurrent Burstware Player
Connections, the amount of Managed Bandwidth, and the number
of Burstware Servers that the Burstware Conductor can manage
and the number of copies of the Burstware Conductor that can
be used.
C. "Burstware Player(TM)" means the computer program included
among the Licensed Software that operates on a single-user
client computer, permitting that computer to receive and play
audio and/or video content delivered by the Burstware Server
software.
D. "Burstware Server(TM)" means the computer program included
among the Licensed Software that stores audio and/or video
content and delivers it to client computers for viewing with
the Burstware Player.
E. "Concurrent Burstware(R) Player Connections" means the number
of simultaneous connections between Burstware Players
installed on client computers and Burstware Servers installed
on hardware servers that the Burstware License Key enables the
Burstware Conductor to manage simultaneously.
F. "Documentation" means all materials in written, computer
readable or other form containing information about the
Licensed Software that accompany the Licensed Software, or
that IVT may provide during the term of this Agreement.
G. "Licensed Software" means the IVT Burstware Conductor,
Burstware Server and Burstware Player software for which
Licensee is granted a license under this Agreement.
H. "Managed Bandwidth" means the total bandwidth, measured in
megabits per second, used by the Burstware Server software to
deliver audio and/or video content to Burstware Players.
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II. GRANT OF LICENSE
On the terms and conditions of this Agreement, and upon payment of all
applicable license fees, IVT grants to Licensee and Licensee accepts the
non-exclusive licenses and the restrictions set forth below.
A. Software License. IVT grants to Licensee a non-exclusive
license to install and use the Licensed Software in
machine-readable object code form only in the configuration
and to the scope identified in the Program Order attached as
Exhibit A, or such other Program Order(s) as IVT might accept
at a later date.
B. Documentation. IVT grants to Licensee a non-exclusive license
to use the Documentation in connection with Licensee's use of
the Licensed Software.
C. Limitation on Use. Licensee understands and acknowledges that
use of the Licensed Software is controlled by the Burstware
License Key. Licensee may not use the Licensed Software beyond
the scope enabled by the Burstware License Key provided by IVT
to Licensee upon payment of the applicable license fee. The
Licensed Software functions as three separate programs, the
Burstware Conductor, Burstware Server, and Burstware Player,
that operate cooperatively. Licensee may install and use only
the number of copies of the Burstware Conductor and Burstware
Server software specifically enabled by the Burstware License
Key provided to Licensee by IVT. Licensee may install an
unlimited number of copies of the Burstware Player software
for use by Licensee, provided Licensee does not receive any
direct payment for doing so, but may simultaneously use only
the number of copies of the Burstware Player specifically
enabled by the Burstware License Key provided to Licensee by
IVT. Licensee may not modify or alter the Licensed Software or
Burstware License Key to increase the scope of its use of the
Licensed Software. Further, Licensee may not use any device,
process or computer program that increases, directly or
indirectly, the scope of use of the Licensed Software enabled
by the Burstware License Key provided to Licensee by IVT. If
Licensee wishes to increase the scope of its licensed use of
the Licensed Software, Licensee must purchase an additional
Burstware License Key from IVT.
D. Back-Up Copies. Licensee may make one copy of the Licensed
Software solely for the back-up or archival purposes, provided
that such copy must contain all proprietary notices affixed to
or appearing in the original copy.
E. Sun Microsystems Java(TM) Runtime Environment Provisions.
Licensee may not modify the Java Platform Interface ("JPI",
identified as classes contained with the "java" package or any
subpackages of the "java" package), by creating additional
classes within the JPI or otherwise causing the addition to or
modification of the classes in the JPI. In the event that
Licensee creates any Java-related API and distributes such API
to others for application development, Licensee must promptly
publish broadly, an accurate specification for such API for
free use by all developers of Java-based software.
F. Hazardous Environments. The Licensed Software is not designed
or intended for use in online control equipment in
environments requiring fail-safe performance, such as the
operation of nuclear facilities, aircraft communication or
control systems or life support systems, in which software
failure could lead to
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personal injury or severe property or environmental damage.
Licensee warrants that it will not use or allow the use of the
Licensed Software for such purposes.
III. OWNERSHIP AND USE RESTRICTIONS
A. Ownership. Licensee acknowledges that the Licensed Software,
all enhancements, corrections and modifications to the
Licensed Software (regardless whether made by IVT, Licensee or
anyone else), all copyrights, patents, trade secrets, or
trademarks or other intellectual property rights protecting or
pertaining to any aspect of the Licensed Software (or any
enhancements, corrections or modifications) and the
Documentation, are and shall remain the sole and exclusive
property of IVT and, where applicable, IVT's suppliers. This
Agreement does not convey title or ownership to Licensee, but
instead gives Licensee only the limited rights set forth in
Section II. IVT reserves all rights not expressly granted by
this Agreement.
B. Restrictions. Except as expressly set forth in this Agreement,
Licensee has no right to use, make, sublicense, modify,
transfer, rent, lease, sell, display, distribute or copy
originals or copies of any Licensed Software or Documentation,
or to permit anyone else to do so.
C. Transfer. Licensee may not assign or transfer its rights under
this Agreement or its rights to the Licensed Software without
the prior written consent of IVT. Upon any such transfer or
assignment, Licensee must transfer all copies of the Licensed
Software and Documentation and assignee must agree in writing
to all the terms of this Agreement.
D. Proprietary Notices. Licensee shall not remove any patent,
copyright or trademark or other intellectual property notices
that may appear on any part of the Licensed Software or the
Documentation.
E. Trade Secrets. Licensee acknowledges that the Licensed
Software, in its source code form, contains valuable trade
secrets belonging to IVT. Licensee may not reverse engineer,
unencrypt, decompile, disassemble or otherwise translate the
Licensed Software or allow anyone else to do so.
F. Audit Rights. Licensee authorizes IVT or its designee to audit
its compliance with this Agreement, as IVT deems reasonable.
G. Notice to Employees and Agents. Licensee will use commercially
reasonable efforts to inform its employees, agents and others
using the Licensed Software under this Agreement that it may
not be used, copied or transferred in violation of this
Agreement.
H. Irreparable Harm. Licensee acknowledges that money damages may
not be an adequate remedy for any breach or violation of any
requirement set forth in Section III of this Agreement and
that any such breach or violation may leave IVT without an
adequate remedy at law. Licensee therefore agrees that, in
addition to any other remedies available at law, in equity or
under this Agreement, IVT shall be entitled to obtain
temporary, preliminary and permanent injunctive relief,
without bond, from a court of competent jurisdiction to
restrain any such breach or violation.
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IV. SHIPMENT AND PAYMENT
A. Shipment of Licensed Software. IVT shall ship all Licensed
Software ordered under this Agreement F.O.B. IVT's San
Francisco facility, or other point of shipment within the
United States designated by IVT. Risk of loss or damage to
copies of the Licensed Software shall pass to Licensee at the
point of shipment. All shipping and in transit insurance
charges shall be paid by Licensee. Licensee shall specify in
its Program Order the mode of shipment and/or carrier for each
order. In the absence of written instructions from Licensee,
IVT shall determine the carrier and/or mode of shipment.
B. IVT Product Delivery Schedule and Delays. Although IVT shall
use reasonable efforts to meet Licensee's requested delivery
schedules for Licensed Software, IVT shall not be liable for
any loss, damage or expense due to late delivery.
C. Payment. Licensee shall pay for all Licensed Software within
thirty (30) days after the date of IVT's invoice for such
products. In addition to all other available rights or
remedies, IVT reserves the right to declare all sums
immediately due and payable upon written notice to Licensee if
Licensee fails to pay when due any amounts due under this
Agreement or any invoice. Interest shall accrue on any amounts
not paid when due at an annual rate of eighteen (18) percent.
D. Taxes. With the sole exception of taxes based on IVT's net
income, Licensee shall pay all sales, use, excise, value added
or other taxes that may arise out of Licensee's installation
or use of the Licensed Software.
V. NO PRODUCT MAINTENANCE AND SUPPORT
Licensee is not entitled to any maintenance or support for the Licensed
Software or any upgrades or enhancements under this Agreement. Licensee may
purchase from IVT maintenance and support pursuant to the terms, conditions and
pricing of IVT's maintenance and support agreement as in effect on the date of
Licensee's purchase. All upgrades and enhancements made available to Licensee
shall become part of the Licensed Software and become subject to this Agreement.
VI. LIMITED WARRANTY
A. Ownership. IVT warrants that it owns or has the right and
authority to license the Licensed Software and Documentation
to Licensee on the terms and conditions of this Agreement.
B. Media and Documentation. IVT warrants that if the Licensed
Software's media or Documentation is in a damaged or
physically defective condition at the time it is delivered to
Licensee, and if it is returned to IVT (postage prepaid)
within ninety (90) days of delivery, IVT will provide Licensee
with replacements at no charge.
C. Licensed Software. IVT warrants that, in the form delivered to
Licensee by IVT, the Licensed Software shall perform
substantially in accordance with the Documentation for ninety
(90) days after delivery to Licensee. IVT's warranty is
conditioned upon: (a) the use of the Licensed Software in
accordance with the
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Documentation and other instructions provided by IVT and shall
be null and void if Licensee alters or modifies the Licensed
Software without IVT's prior written approval, does not use
the Licensed Software in accordance with the Documentation and
IVT's instructions, or if the Licensed Software fails because
of any accident, abuse or misapplication; and (b) Licensee
notifying IVT in writing of the claimed nonconformity within
ninety (90) days after delivery of the Licensed Software to
Licensee. As IVT's sole liability and Licensee's sole remedy
respecting the Licensed Software's nonconformance with the
limited warranty set forth in this Section VI.C, IVT may at
its option: (i) use reasonable efforts to correct the Licensed
Software to make it conform substantially with the
specifications set forth in the Documentation; (ii) replace
the Licensed Software; or (iii) upon return of the Licensed
Software and Documentation to IVT, refund the license fees
paid by Licensee under this Agreement and terminate this
Agreement. IVT DOES NOT REPRESENT OR WARRANT THAT THE LICENSED
SOFTWARE WILL OPERATE PROPERLY WITH OTHER HARDWARE OR
SOFTWARE, THAT THE LICENSED SOFTWARE WILL MEET LICENSEE'S
REQUIREMENTS OR EXPECTATIONS OR THAT OPERATION OF THE LICENSED
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
VII. NO OTHER WARRANTY
EXCEPT AS SET FORTH IN SECTION VI, IVT IS PROVIDING THE LICENSED
SOFTWARE AND THE DOCUMENTATION "AS IS," AND, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IVT SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES,
CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR
WRITTEN) WITH RESPECT TO THE LICENSED SOFTWARE OR DOCUMENTATION INCLUDING
WITHOUT LIMITATIONANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE (WHETHER OR NOT IVT KNOWS, HAS REASON TO KNOW, HAS BEEN
ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) OR CONDITIONS OF
TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON
OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. IVT ALSO EXPRESSLY
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY PERSON OTHER
THAN LICENSEE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY
HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
VIII. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE
LIABILITY OF IVT FOR ALL CLAIMS OF ANY NATURE RELATED TO THE LICENSED SOFTWARE
OR DOCUMENTATION OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE
OF ACTION BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY PATENT OR
COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, SHALL NOT
EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES THAT LICENSEE HAS ACTUALLY PAID
UNDER THIS AGREEMENT. NEITHER IVT NOR ANY OF ITS RESELLERS, SUPPLIERS OR
LICENSORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,
EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, OR FOR ANY
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LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF USER DAMAGES ARISING
OUT OF THIS AGREEMENT OR THE USE (OR INABILLITY TO USE) OF THE LICENSED SOFTWARE
EVEN IF IVT OR RESELLER, SUPPLIER OR LICENSOR HAS BEEN AWARE OF THE POSSIBILITY
OF SUCH POTENTIAL LOSS OR DAMAGE. IN NO EVENT WILL IVT BE LIABLE FOR ANY CLAIM
BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR SHOULD HAVE
BEEN DISCOVERED. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT
APPLY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.
IX. TERMINATION
Without prejudice to any other rights it may have under this Agreement
or at law or equity, IVT may terminate this Agreement if Licensee fails to
comply with the terms of this Agreement. Upon termination of this Agreement for
any reason, Licensee will immediately discontinue use of the Licensed Software,
destroy or return to IVT all copies of the Licensed Software and Documentation
in whatever form they exist, including all back-up copies, and certify in
writing to IVT that all copies have been destroyed.
X. INDEMNIFICATION
The Licensed Software is intended for use only with properly licensed
media, content, and content creation tools. It is Licensee's responsibility to
ascertain whether any copyright, patent or other licenses are necessary and to
obtain any such licenses to serve and/or create or compress such media and
content. Licensee agrees to transmit and/or compress only those materials for
which it has the necessary patent, copyright or other permissions, licenses
and/or clearances. Licensee agrees to hold harmless, indemnify and defend IVT,
its officers, directors and employees, from and against any losses, damages,
fines and expenses (including attorneys' fees and costs) arising out of or
relating to any claims that Licensee has encoded, compressed, copied or
transmitted any materials (other than materials provided by IVT) in connection
with the Licensed Software in violation of another party's rights or in
violation of any law. If Licensee is importing the Licensed Software from the
United States, it shall indemnify and hold IVT harmless from and against any
import and export duties or other claims arising from such importation.
XI. GENERAL TERMS
A. Export Regulations. The Licensed Software and Documentation,
including technical data, is subject to U.S. export control
laws, including the U.S. Export Administration Act and its
associated regulations, and may be subject to export or import
regulations in other countries. Licensee agrees to comply
strictly with all such regulations and acknowledges that it
has the responsibility to obtain licenses to export,
re-export, or import the Licensed Software or Documentation.
Neither the Software nor Documentation may be downloaded, or
otherwise exported or re-exported (i) into, or to a national
or resident of Cuba, Iraq, Iran, North Korea, Libya, Sudan,
Syria or any country to which the U.S. has embargoed goods; or
(ii) to anyone on the U.S. Treasury Department's list of
Specially Designated Nations or the U.S. Commerce Department's
Table of Denial Orders. By installing or using the Licensed
Software, Licensee is
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warranting that it is not located in or under the control of,
or a national or resident of any such country or on any such
list.
B. U.S. Government Restrictions. The use, duplication or
disclosure by the United States Government of the Licensed
Software and Documentation is subject to the restrictions as
set forth in the Rights in Technical Data and Computer
Software Clauses in DFARs 252.227-7013(c)(1)(ii) and FAR
52.227-19(c)
C. Governing Law and Forum. This Agreement shall be governed by
and construed in accordance with the laws of the State of
California and the United States without reference to
conflicts of laws principles. Licensee consents to the
exclusive jurisdiction and venue of the federal and state
courts in San Francisco County, California for resolution of
any disputes concerning this Agreement.
D. Attorneys' Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to recover from the
losing party its reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to
which such party may be entitled.
E. Complete Understanding. This Agreement constitutes the entire
agreement between the parties with respect to its subject
matter and supersedes and replaces all prior or
contemporaneous understandings or agreements, written or oral,
regarding its subject matter. No amendment to or modification
of this Agreement will be binding unless in writing and signed
by duly authorized representatives of both IVT and Licensee.
F. Survival. The following provisions of this Agreement shall
survive termination of this Agreement, along with any other
terms which by their nature require survival: Section III,
Section V, Section VI, Section VII, Section IX and Section X.
G. Absence of Third Party Beneficiaries. Unless otherwise
expressly provided, no provisions of this Agreement are
intended or shall be construed to confer upon or give to any
person other than IVT and Licensee any rights, remedies or
other benefits under or by reason of this Agreement.
H. Disclaimer of Agency. IVT and Licensee each acknowledge that
the parties to this Agreement are independent. Neither party
is authorized or empowered to act as agent or legal
representative for the other for any purpose and shall not on
behalf of the other enter into any contract, warranty or
representation as to any matter. Neither party shall be bound
by the acts or conduct of the other and nothing herein shall
be construed as creating a partnership or joint venture.
I. No Waiver. The failure of either party to enforce any
provision of this Agreement shall not be deemed a waiver of
that provision or any other available right or remedy.
J. Headings. The section headings used in this Agreement are
intended for convenience only and shall not be deemed to
modify, limit or supersede any provision.
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K. Severability. In the event that any provision of this
Agreement is found to be invalid, illegal or unenforceable
pursuant to judicial decree or decision, the remainder of this
Agreement shall remain valid and enforceable according to its
terms.
Burstware, Instant Video, Burstware Server, Burstware Conductor, Burstware
Player, "Faster Than Real Time," and "Why Stream When You Can Burst?" are
registered trademarks or trademarks of Instant Video Technologies, Inc., in the
United States and other countries. Use of this software may also be protected by
one or more of the following U.S. patents: 4,963,995; 5,057,932; 5,164,839;
5,262,875; 5,440,334; and 5,710,970. Additional U.S. patents pending.
International patents and patents pending may also be applicable in their
respective countries. Sun Microsystems, Java, and all Java-based trademarks and
logos are trademarks or registered trademarks of Sun Microsystems, Inc. in the
United States and other countries.
All contents Copyright (C) 1998-1999 by Instant Video Technologies, Inc. All
rights reserved.
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EXHIBIT A
PROGRAM ORDER
Burstware Enterprise Software Package includes:
o Two (2) Burstware Servers
o Two (2) Burstware Conductors
o 100 Mbps of managed bandwidth
o 100 concurrent connections maximum
o Additional failover Burstware Server
Sixty- (60) day evaluation required. At the end of the 60-day evaluation period,
RMSI may return above product to IVT at no charge to RMSI. If RSMI decides to
keep the above, terms will become net 30 with payments.
TOTAL: $28,000
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EXHIBIT B
IVT TRADEMARKS
--------------
Instant Video(R)
Burstware(R)
Burstware Conductor(TM)
Burstware Server(TM)
Burstware Player(TM)
"Faster Than Real Time"(TM)
"Why Stream When You Can Burst?"(TM)
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EXHIBIT C
TRAINING
Training Programs:
Module 1: General Operations Overview
This module would be intended to provide the student with high-level
general knowledge on Burstware. The student would have a general
understanding of Burstware's components, network hardware requirements, and
applications. Additionally, the student would be familiar with how to
operate the overall system, demonstrate capabilities, install the software
for the server, conductor, and player, including how to add additional
servers, conductors, players, etc. to an existing network.
Module 2: Technical Support, Maintenance, & Troubleshooting
This module would be intended to provide advanced technical training to be
used to support their customers. This may be viewed as some type of
technical support certification. The student would have to be trained on
all detailed technical aspects of how to install, troubleshoot, how to
identify and isolate Burstware from network problems, etc. Prerequisite
would be Module 1.
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EXHIBIT D
IVT YEAR 2000 STATEMENT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year ended: December 31, 1998
OR
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to ___________.
Commission File No. 33-35580-D
INSTANT VIDEO TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Name of Small Business Issuer as Specified in its Charter)
Delaware 84-1141967
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(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
500 Sansome Street, Suite 503
San Francisco, California 94111
------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(415) 391-4455
(Issuer's Telephone Number, Including Area Code)
Securities Registered Under Section 12(b) of the Exchange Act: None. Securities
Registered Under Section 12(g) of the Exchange Act: None
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days. [N/A]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [N/A]
State Issuer's revenues for its most recent fiscal year: $15,000.
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The aggregate market value of the Registrant's Common Stock held by
non-affiliates on March 31, 1999 (based upon the last reported price of the
Common Stock on the NASDAQ OTC Bulletin Board Exchange on such date) was
approximately $63,100,000.
As of April 9, 1999, there were approximately 9,018,228 shares of the
Registrant's Common Stock outstanding.
Documents incorporated by reference Part III of this Report incorporates
information by reference from the definitive Proxy statement for the
Registrant's annual meeting of stockholders, to be filed within 120 days after
the end of the fiscal year ended December 31, 1998.
This Form 10-KSB consists of 41 pages.
Year 2000 Issues
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the application year. Programs or products
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. In addition, the year 2000 is a leap year, which
may also lead to incorrect calculations, functions or systems failure. As a
result, this year, computer systems and software used by many companies may need
to be upgraded to comply with such Year 2000 requirements. In 1998, the Company
began a project to determine if any actions were required regarding date-related
effects to: (i) the Company's software products; (ii) the Company's internal
operating and desktop computer systems and non-information technology systems;
and (iii) the readiness of the Company's third-party vendors and business
partners.
The Company has formed a team consisting of operations, development, marketing,
and finance members to determine the impact of Year 2000 and to take corrective
action. As of February 1999, the Company had completed testing of its suite of
Burstware(R) software products and has found no known Year 2000 issues. The
Company has also tested its internal operating and desktop hardware and software
and has found that all its software is Year 2000 compliant and appears to have
no known Year 2000 issues. The Company has also confirmed with its third-party
vendors and business partners to ensure that their software and hardware will
not impact IVT operations. At this time, the Company knows of no known Year 2000
issues or problems with its vendors, or business partners.
The majority of the costs associated with this project is not incremental to the
Company, but represents a reallocation of existing resources. The Company
believes that modifications deemed necessary will be made on a timely basis and
does not believe that the cost of such modifications will have a material effect
on the Company's operating results. To date, the Company's costs related to the
year 2000 issues have not been material, and the Company does not expect the
aggregate amount spent on the year 2000 issue to be material. In addition, the
Company is in the process of evaluating the need for contingency plans with
respect to year 2000 requirements. The necessity of any contingency plan must be
evaluated on a case-by-case basis and may vary considerably in nature depending
on the year 2000 issue it may address.
The Company's expectations as to the extent and timeliness of modifications
required in order to achieve year 2000 compliance is a forward-looking statement
subject to risks and uncertainties. Actual results may vary materially as a
result of a number of factors, including, among others, those described above in
this section. There can be no assurance that unexpected delays or problems,
including the failure to ensure year 2000 compliance by systems or products
supplied to the Company by third parties, will not have an adverse effect on the
Company, its financial
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performance and results of operations. In addition, the Company cannot predict
the effect of the year 2000 issues on its customers or other third party
business partners or the resulting effect on the Company. As a result, if such
third parties do not take preventative and/or corrective actions in a timely
manner, the year 2000 issue could have an adverse effect on their operations and
accordingly have a material adverse effect on the Company's business, financial
condition and results of operations. Furthermore, the Company's current
understanding of expected costs is subject to change as the project progresses
and does not include the cost of internal software and hardware replaced in the
normal course of business whose installation otherwise may be accelerated to
provide solutions to year 2000 compliance issues.
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