Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration Statement 52 232K
2: EX-3.(I) Corporate Charter 5 19K
3: EX-3.(II) Bylaws 14 57K
4: EX-10.1 Sublease Agreement 34 78K
5: EX-10.2 Trademark Applications 12 38K
6: EX-10.3 Stock Option Plan 11 43K
7: EX-10.4 Stock Option Agreements 26 63K
8: EX-10.5 Distribution Agreement 6± 23K
9: EX-10.6 Employment Agreement 16 62K
10: EX-10.7 Agreement With Ian Noakes 3 12K
11: EX-10.8 Consulting Agreement With Knight Mitchell 5 24K
12: EX-11.1 Schedule of Eps 1 6K
13: EX-21.1 Subsidiaries of the Registrant 1 6K
14: EX-23.1 Consent of Independent Certified Pub. Acct. 1 8K
15: EX-27 Financial Data Schedule 1 9K
EX-10.5 — Distribution Agreement
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ISHOPNOMARKUP.COM SUPPLIER AND DISTRIBUTION AGREEMENT
This AGREEMENT, effective this ____ day of _____________, _______, is among and
between iShopNoMarkup.com, Inc., a Nevada Corporation, having a place of
business at 585 Stewart Avenue, Garden City NY 11530 (Herein "iShop") and
____________________________________ (Herein "Supplier"), a ____________
corporation, having a place of business at
____________________________________________________. The MASTER TERMS AND
CONDITIONS shall govern the terms and conditions of the Agreement, as specified
in EXHIBIT A.
1. GRANT OF RIGHTS. Subject to the terms hereof, iShop grants to Supplier a
nonexclusive, nontransferable, nonassignable limited right and license
solely to offer certain database(s) of products on iShop's website. The
license granted hereunder is expressly subject to Supplier's compliance
with the technical and operating procedures as delineated in EXHIBIT A.
All rights, licenses and remedies not expressly granted herein are
reserved to iShop.
2. SUPPLIER'S OBLIGATIONS.
2.1 CONTENT. Supplier shall be solely responsible for the accuracy and
authenticity of all product information the supplier offered on iShop's
website, and Supplier shall be bound by the guidelines and procedures as
set forth in EXHIBIT A.
2.2 PRICE. The Supplier shall offer to iShop its products as reflected in
Supplier's database at the true wholesale price.
2.3 SHIPMENT. Supplier shall ship products in a timely manner as set forth in
EXHIBIT A.
2.4 WARRANTY. Supplier represents and warrants for a minimum of thirty (30)
days upon receipt of any of its product by buyer that the performance,
reliability and quality of any of Supplier's products shall be free of any
defect of any kind except for normal use, wear and tear.
3. ISHOP'S OBLIGATIONS. Buyers shall submit payment for orders directly to
iShop, and iShop shall pay Supplier in accordance with the payment
procedures as set forth in EXHIBIT A.
4. FEES AND PAYMENTS.
4.1 PAYMENTS. Once iShop has received full payment from a buyer who has
ordered a product from Supplier through the iShop website, iShop shall pay
Supplier 30 days after shipment.
4.2 EXPENSES. iShop shall be responsible for all costs and expenses relating
to the technical operation of the iShop database offered through its
website and Supplier shall have access to the website for no charge unless
otherwise expressly set forth in this Agreement or as set forth in EXHIBIT
A.
4.3 TAXES. All amounts are net and iShop is responsible for all taxes, duties,
levies and similar assessments, including withholding taxes, value added
taxes and other government assessed fees and payments, however designated,
required or levied.
5. INDEMNITY BY SUPPLIER. Supplier at all times will indemnify and hold
harmless iShop from any claim iShop may incur arising from or as a result
of: i) the services provided by Supplier hereunder; ii) Supplier 's breach
of any representation hereunder; iii) any of Supplier 's employees, agents
or independent contractors hereunder and as further specified in EXHIBIT
A.
6. LIMITATION OF LIABILITY. iShop shall not be held liable to Supplier for
any damages arising from this Agreement as delineated in EXHIBIT A.
7. DURATION AND TERMINATION. The term and termination of this Agreement and
the license granted hereunder shall be governed as specified in EXHIBIT A.
8. CHOICE OF LAW. The construction, interpretation and performance of this
Agreement shall be governed by the substantive law of the State of New
York.
9. AMENDMENT. This is the entire agreement between the parties with the
respect to the services provided hereunder and it supersedes all prior
agreements, proposals, statements, representations, or understanding,
whether oral or written, concerning such services. -------
10. SURVIVAL. Section 6 of this Agreement shall survive the expiration or
termination of the term of this Agreement.
IN WITNESS WHEREOF, the parties hereby execute this Agreement as this ____ day
of ______________________, 2000.
Accepted by:
ISHOPNOMARKUP.COM SUPPLIER:
BY: ______________________________ BY: _________________________
NAME: Mona Sharaf NAME: _________________________
TITLE: Vice President of Merchant Partners TITLE: _________________________
EXHIBIT A
ISHOPNOMARKUP.COM SUPPLIER AND DISTRIBUTION AGREEMENT
MASTER TERMS AND CONDITIONS
The MASTER TERMS AND CONDITIONS, as specified herein, shall govern the
terms and conditions of any and all Supply and Distribution Agreements as
between iShopNoMarkup.com, Inc. (Herein, "iShop") and its Suppliers.
1. GRANT OF RIGHTS. The license granted hereunder is expressly subject to
Supplier's compliance with the technical procedures provided by iShop from
time to time. All rights, licenses and remedies not expressly granted
herein are reserved to iShop. Supplier shall have access to the website
for no additional charge solely to add product information, including
product descriptions, pricing and shipping information and all related
data onto the website.
2. SUPPLIER'S OBLIGATIONS.
2.1 CONTENT. Supplier shall provide iShop with written substantiation for all
information, including all claims, promises, warranties, guarantees,
endorsements, and other representations available to the consumer from the
Supplier. At its expense, Supplier shall use its own personnel or
authorized representatives to forward product content. iShop incurs the
cost of loading product content received from Supplier. Supplier shall
promptly update and correct the content as necessary to maintain the
accuracy thereof and/or as reasonably required by iShop pursuant to legal
mandate or otherwise. iShop shall have complete and total authority,
without penalty, liability, or other obligation to Supplier, to correct or
remove any and all content from the Website if, in iShop's sole opinion,
such content violates any local, state, federal, or international law,
rule or regulation.
2.2 SHIPMENT. Without limiting the generality of the foregoing: i) Supplier
shall ship products when iShop notifies Supplier of receipt of
confirmation of credit card charge authorization or payment, whichever
occurs first, but no later than the date set in the product order
information for the particular product(s) involved; ii) Supplier shall be
responsible for all costs of filling orders and shipping products, AS
SPECIFIED IN SECTION 4.3, but shall be reimbursed by iShop for actual
shipping costs, AS SPECIFIED IN SECTION 3; and iii) Supplier shall
promptly notify iShop and all affected consumers of any product shipment
delays or cancellations, and allow buyers the option to cancel any delayed
order without penalty. Supplier shall immediately refund iShop the true
wholesale cost as indicated for returned orders.
3. ISHOP'S OBLIGATIONS. Buyers shall submit payment for orders directly to
iShop. iShop shall reimburse Supplier for the true wholesale cost as
indicated. iShop shall charge buyers for all shipping and handling costs
of products ordered. iShop shall reimburse Supplier for the actual
shipping and handling costs borne by Supplier unless Supplier states that
the shipping and handling charge is included in the price. iShop shall
have no responsibility or liability to collect or pay Supplier any amount
for products shipped prior to Supplier's receipt of iShop's authorization
to ship.
4. FEES AND PAYMENTS.
4.1 PAYMENTS. Upon receipt of full payment from a buyer who has ordered a
product from Supplier through the iShop website, iShop shall pay Supplier
30 days after shipment.
4.2 REFUNDS. iShop shall be entitled to a refund from Supplier in the form of
a check within 30 days for the full price as ordered by the buyer in the
event Supplier fails to comply with its obligations hereunder; or in the
event the purchaser returns the purchased product. Supplier shall be
liable for all costs related to the collection of any refund owed to
iShop, including, but not limited to, all reasonable attorney fees.
4.3 EXPENSES. iShop shall be responsible for all costs and expenses relating
to the internal operation of providing a database through its website
development and maintenance costs, billing, and back-end services unless
otherwise expressly set forth in this Agreement. Supplier shall reimburse
iShop for all additional services and other expenses incurred by iShop due
directly or indirectly to Supplier's failure to comply with the terms
hereof. Supplier shall pay all shipping, handling and insurance costs, but
Supplier shall be reimbursed by iShop for actual shipping costs AS
SPECIFIED IN SECTION 3. All other costs or expenses incurred by Supplier
in connection with this Agreement are its sole responsibility, incurred at
its own risk and with its own independent business judgment that such
costs and expenses are appropriate.
4.4 TAXES. All amounts are net of and iShop is responsible for all taxes,
duties, levies and similar assessments, including withholding taxes, value
added taxes and other government assessed fees and payments, however
designated or levied.
5. RIGHTS IN TANGIBLE AND INTELLECTUAL PROPERTY. iShop shall be the sole
owner of the iShop database, updates of the same and all supporting
materials belonging to iShop, including but not limited to any and all
copies thereof, and all patents, trademarks, copyrights, trade secrets and
other intellectual property rights associated therewith.
6. CONFIDENTIALITY.
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6.1 CONFIDENTIALITY INFORMATION. The Supplier acknowledges that by reason of
its relationship to iShop, the Supplier will have access to certain
information and materials, including the terms of this Agreement,
concerning iShop's business, plans, technology, products and services that
are confidential and of substantial value to iShop, which value would be
impaired if such information were disclosed to third parties
("Confidential Information"). The Supplier agrees that it shall not use in
any way for its own account or the account of any third party, nor
disclose to any third party, any such confidential information revealed to
it by iShop. The Supplier shall take every reasonable precaution to
protect the confidentiality of confidential information. The Supplier
shall not publish any technical description of iShop's confidential
information beyond any descriptions published by iShop. In the event of
expiration or termination of this Agreement, there shall be no use or
disclosure by the Supplier of any Confidential Information of iShop, and
the Supplier shall not develop any software, devices, components or
assemblies utilizing the iShop's Intellectual Property.
6.2 EXCLUSIONS. Confidential information does not include any information that
the Supplier can demonstrate by written records that are: (a) known to the
Supplier prior to its disclosure hereunder by the iShop; (b) independently
developed by the Supplier; (c) publicly known through no wrongful act of
the Supplier; (d) rightfully received from a third party whom Supplier has
reasonable grounds to believe is authorized to make such disclosure
without restriction; (e) approved for public release by iShop's prior
written authorization; or (f) produced or disclosed pursuant to applicable
law, regulation or court order, provided that the Supplier provides prompt
advance notice thereof to enable iShop to seek a protective order or
otherwise prevent such disclosure. In addition, iShop and Supplier may
disclose the existence and terms of this Agreement in connection with a
potential acquisition of substantially the entire business of iShop or
Supplier or a private or public offering of iShop's or Supplier's
securities, and each party may also disclose the terms of this agreement
to its counsel, accountants, directors and agents in accordance with the
terms of this Section 7.
7. WARRANTY. iShop represents and warrants that: (i) iShop owns all right,
title and interest in and to the database; (ii) the use of the database as
contemplated hereunder does not violate or infringe upon any United States
copyright or other intellectual property rights of any third party; and
(iii) iShop has the right, power and authority to grant the rights
specified in this Agreement.
8. INDEMNITY BY SUPPLIER. Supplier at all times will indemnify and hold
harmless iShop from any and all loss, claim, damage, liability or other
expense (including reasonable attorney's fees) that iShop or any of its
respective employees, agents or independent contractors may incur from a
claim against them by any person, firm, corporation or other entity for
libel, slander, infringement of patent, copyright or trademark or
violation of privacy, product defect or any other rights arising from or
as a result of: i) the services provided by Supplier hereunder, or ii) by
reason of Supplier 's breach of any representation hereunder, or iii) by
any of Supplier 's employees, agents or independent contractors hereunder.
9. LIMITATION OF LIABILITY AND DISCLAIMER.
9.1 LIMITATION OF LIABILITY. In no event shall iShop be liable to supplier or
any other entity for any special, consequential, incidental or indirect
damages arising from this agreement; the design, content, operation or use
of the database; or for any errors or omissions contained therein,
regardless of the cause, the circumstances, or the form of the action.
Neither shall iShop be liable to supplier nor any other party for any
damages arising from third party unauthorized access to the database.
9.2 DISCLAIMER. Except as expressly provided herein, the iShop database is
provided for suppliers to offer certain products on the iShop website
during the term of this agreement "as is." iShop makes no other warranties
of any kind, express or implied, statutory or otherwise, regarding the
iShop database or iShop's services hereunder, and iShop specifically
disclaims any implied warranties of non-infringement, merchantability, or
fitness for a particular purpose. iShop does not warrant that the
operation of the database or hosting environment will be uninterrupted or
error-free. Furthermore, iShop does not make any representations regarding
the use or the results of the use of the iShop database in terms of their
correctness, accuracy, reliability or otherwise.
10. TERM AND TERMINATION. The term of this Agreement and the licenses granted
hereunder shall commence on the Agreement Date specified in the rendered
and executed Agreement. This Agreement can be terminated either by iShop
or the Supplier with fifteen (15) days written notice via certified mail.
11. WAIVER AND AMENDMENT. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless in writing and
signed by the party to be charged. No failure or delay by either party in
exercising any right, power, or remedy under this Agreement shall operate
as a waiver of any such right, power or remedy.
12. ASSIGNMENT Without Supplier's consent, iShop may assign its right to
receive payments from buyers hereunder and may assign this Agreement to an
affiliate or subsidiary of the Company.
By initialing here, I affirm that I have read all of the information listed
above. ____________ (PLEASE INITIAL) (Supplier)
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