STANDARD CONTRACT AS
APPLICATION SERVICE PROVIDER FOR
THE ONLINE CHARTER MANAGEMENT APPLICATION
This Agreement is made between Charter411.com and _____________________
(“Client") on ______________ 2002
In consideration of Client retaining Charter411.com to provide and
maintain the Online Charter Management Application ("the system")
for Client, it is agreed as follows:
1. Compensation and Term
Client hereby retains Charter411.com and Charter411.com hereby agrees
to perform the following services: Provide and maintain the online application
for charter managment. These services will be delivered via the Internet
and will be defined in the following paragraphs.
The Client agrees to pay Charter411.com:
$ _____ Setup Fee
$ _____ for one year of service and
$ 65 an hour for any work done outside of the maintenance definition.
The agreed upon compensation shall be paid by Client to Charter411.com
in four (4) equal quarterly installments, commencing with the execution
of the agreement. The setup fee shall be paid in full with the execution
of the agreement. This Agreement shall commence on the date stated above,
and shall remain in effect for one year.
2. Providing Service
Charter411.com will provide the system via the web site charter411.com
("the site") by allowing Client to link to both the applicant
start page and the administrator sign-in page. Backward links from the
site to Client's main web site can be coded and installed at any mutually
agreed upon location in the site to provide seamless integration with
Client's existing web site. Links to the site from Client's existing
site can be embedded in a frame page so as to not reveal to the user
that the URL has changed. The system will provide the Client with at
least the means to accept, retrieve, list,
sort, search, review bookings for charters using their web browser.
The service also includes:
Technical support for applicants provided via a "Request Technical
Help" link on the start page. Technical support for administrators
provided by phone and direct email.
Any upgrades developed during the Agreement.
3. Providing Maintenance
Charter411.com will provide normal maintenance and training (with normal
being defined as taking 4 hours or less per month) during the duration
of this Agreement. Additional work, unless brought upon by system failure
or error, will be billed at the rate of $65/hour. Administrators can
send maintenance requests via a "Suggestion Box" link on the
administration page and will be responded to within 24 hours. Charter411.com
acknowledges that Client must approve all maintenance requests from
administrators. Training sessions can be substituted for a month's maintenance
work with the exception of the first month where extra training is provided.
Note: Client acknowledges that any maintenance done to the system becomes
part of the system as a whole and may be distributed to other Clients.
4. Third Party Hosting
Client acknowledges that the site is hosted at a third party and Charter411.com
acknowledges that all benefits and features of the third party are passed
on to Client. These include:
99.9% uptime (at least)
Daily data backups (RAID V)
100 amp power backup
24 hour T1 connection to Internet
1GHz Pentium III servers (at least)
If during this Agreement, Charter411.com decides to change hosts, the
above features will be pre-requisites for any new hosting provider.
5. Ownership of System and Data
Client acknowledges that all program files are the sole ownership of
Charter411.com and Charter411.com acknowledges that all database data
is the sole ownership of Client. Charter411.com reserves the right to
download the database files for maintenance and backup purposes. Client
is free to request an dowload the database files at any time for their
6. Use of System
Charter411.com grants Client unlimited use of the administrative portion
of the system by an unlimited number Client employees. Client is not
authorized to give other organizations access to the administrative
portion of the system or otherwise share the system with anyone outside
the Client organization. Charter411.com reserves the right to cancel
service if this is not observed.
Charter411.com recognizes and acknowledges that this Agreement creates
a confidential relationship between Charter411.com and Client and that
information concerning Client's business affairs is confidential in
nature. All such information concerning Client is hereinafter collectively
referred to as "Confidential Information."
Charter411.com agrees that, except as directed by Client, it will not
at any time during or after the term of this Agreement disclose any
Confidential Information to any person whatsoever and that upon the
termination of this Agreement it will turn over to Client all database
files, documents, papers, and other matter in its possession or control
that relate to Client.
Charter411.com shall extend this Agreement without additional charge
to Client by one month for every referral that Client provides Charter411.com,
provided that the referral signs a one-year contract. Extension of this
Agreement will be provided to Client in a written statement if the referral
signs a one-year contract.
10. Termination and Extension
This agreement may be terminated at any time, for any reason by mutual
agreement of the parties, or by the Client upon thirty (30) days prior
written notice to Charter411.com. Negotiations for an extension of this
agreement if mutually requested, will be completed at least thirty (30)
days prior to the expiration date of this Agreement.
11. Permits & Licenses
Charter411.com shall, at it's expense procure all licenses and permits
which are required to lawfully render the services and agree to comply
with all the status, ordinances and regulations which are applicable
to the conduct of it's services hereunder.
12. Indemnification of the Client
Charter411.com agrees to indemnify and hold the Client and its board
members, officers and employees harmless from any liability (including
reasonable attorney's fees and costs) imposed against the Client by
reason of the negligent actions or omissions of Charter411.com or it's
employees in performing it's services specified in this Agreement.
13. Indemnification of Charter411.com
The Client agrees to indemnify and hold Charter411.com harmless from
any liability (including reasonable attorney's fees and costs) imposed
against Charter411.com by reason of the negligent actions or omissions
of the Client or its employees in performing its services specified
in the Agreement.
14. Choice of Law
This Agreement shall be executed in connection here with shall be construed
and governed by the laws of the State of Florida and shall be binding
upon and inure to the benefit of the parties hereto. The parties agree
to submit to the jurisdiction of the courts with the State of Florida.
15. Remedies for Breach
If either party breaches the above agreement, the offended party shall
have the right to apply to a court of competent jurisdiction for an
injunction to restrain the offending party from employing such employee
and for an order to enforce the terms of this section so breached.
If one party (offending party) breaches one or more obligations hereunder,
the other party (offended party) shall give the offending party notice
which shall specify the nature of the breach. The offending party shall
then have 30 days from the receipt of such notice to remedy the breach
for which such notice has been given. If at the end of such 30 day period,
the Offending party has not cured the breach, the Offended party may
thereupon terminate this Agreement by giving the offending party a written
notice of termination and at the expiration of the 14th day following
the delivery of such notice, the agreement shall be deemed to be terminated
and the offended party shall be relieved from further performance of
its obligations hereunder.
17. Termination by Charter411.com
Not withstanding the previous section, Charter411.com may terminate
this agreement upon 30 days prior written notice if the Client fails
to pay Charter411.com in accordance with the provisions of above agreement.
18. Termination by Client
Client may terminate this agreement when it determines that termination
is in the best interests of the Client by giving Charter411.com 30 days
written notice of the termination. If the agreement is terminated per
this section, Charter411.com shall be paid its fee for all services
rendered to date of termination.
19. Severability Clause
If a court holds any part, term or provision of the Agreement to by
unenforceable, the validity of the remaining portions or provisions
shall not be affected, and the rights and obligations of the patties
shall be construed and enforced as if this Agreement did not contain
the particular part, term or provision. The parties agree that any agreement
by the Client to indemnify shall be construed to be enforceable to the
maximum extent allowed by law.
The headings that appear in this agreement have been inserted for the
purpose of convenience and ready reference. They are not intended to
and shall not be deemed to define, limit or extend the scope or intent
of any provision thereof.
21. The Client's Authority
The Client represents and warrants to Charter411.com that the Client
has the requisite power and authority to enter into and perform the
terms of this agreement and that the Client has done and will continue
to do all things necessary so that this agreement will be valid, binding
and legally enforceable upon the Client.
This agreement is not assignable by either party without the prior
written consent of the other party, except for an assignment by either
party to a parent or a controlled subsidiary or that party.
23. Limitation of Claims
Claims of either party against the other not presented to the other
party in writing within one year of the date or the time allowed in
the applicable statute of limitations whichever is longer
24. Consequential Damages
The parties agree that in no case shall Charter411.com or the Client
be liable for any loss of business, consequential or indirect damages.
25. Record Keeping
The parties agree that Charter411.com will keep all records of transactions
and maintenance records, and that the parties will have the right to
inspect them upon request.
25. Entire Agreement and Notice
This Agreement contains the entire understanding of the parties and
may not be amended without the specific written consent of both parties.
Any notice given under this Agreement shall be sufficient if it is in
writing and if sent by certified or registered mail.