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The iNet-Lingerie Agreement
The iNet-Lingerie Registation
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iNetLingerie Store Agreement

WHEREAS, iNetLingerie, Inc. is a merchant that has created a program (the "iNetLingerie Store Program") in which it owns and operates various online stores from which it sells various products and Licensee desires that iNet-Lingerie, Inc. create and operate such a store for Licensee (the "Store");THEREFORE, iNetLingerie, Inc. and Licensee agree as follows: 
 
  • 1. GRANT OF LICENSE. iNet-Lingerie, Inc. grants the Licensee a worldwide, nontransferable, nonexclusive right to create hyper-links to and direct traffic or visitors to the Store established for Licensee on the terms and conditions specified herein. 
  • 2. INETLINGERIE, INC. DUTIES. iNet-Lingerie, Inc. shall: (i) create the Store; (ii) generally act as a merchant for the sale of products available in the Store ("Products"); (iii) manage, track and report all Product sales generated from the Store; and (iv) manage the merchandising of all Products in the Store, including choosing the Products and the descriptions and/or images of those Products to be included. 
  • 3. DUTIES OF LICENSEE. Licensee shall deliver to iNet-Lingerie, Inc. all materials and information in accordance with the specifications, format and method requested by iNet-Lingerie, Inc.. iNet-Lingerie, Inc. is authorized to select, reproduce and use whatever portion of the materials it deems necessary in connection with the Store. Licensee acknowledges that iNet-Lingerie, Inc. may establish links from the Store to other iNet-Lingerie, Inc. web sites or stores provided those web sites or stores do not sell products competitive with those sold via the Store. In the event Licensee has a product of its own that it wishes to sell online, it agrees to negotiate with iNet-Lingerie, Inc. to allow iNet-Lingerie, Inc. to distribute that product online via the Store. If iNet-Lingerie, Inc. decides that it does not wish to distribute that product, Licensee shall be free to sell that product online not using the Store. Licensee acknowledges that beginning ninety (90) days after the Effective Date, iNet-Lingerie, Inc. reserves the right to change the terms of the iNet-Lingerie Store Program and/or this Agreement upon thirty (30) days advance written notice to Licensee which change may include termination of this Agreement based on the performance of the Store.
  • 5. TRADEMARKS AND PROPRIETARY RIGHTS. Licensee grants iNet-Lingerie, Inc. the nonexclusive, worldwide right and license to use its name, trade names, trademarks, logos and service marks (collectively referred to as the "Licensee Marks") in connection with iNet-Lingerie, Inc. activities under this Agreement. As between the parties hereto, iNet-Lingerie, Inc. shall retain title and all ownership rights to iNet-Lingerie, Inc. technology and all proprietary processes and content of iNet-Lingerie, Inc. and its licensors (other than the Licensee Marks) used in or in connection with the Store and this Agreement shall not be construed in any manner as transferring to Licensee any rights of ownership or license to the Store, any iNet-Lingerie, Inc. technology or to the features or information therein, except as specifically stated herein, and Licensee shall make no claim contrary to the foregoing. iNet-Lingerie, Inc. and Licens ee shall own the customer list from sales of Products by iNet-Lingerie, Inc. jointly and severally without any duty of accounting to the other. 
  • 6. WARRANTIES AND INDEMNIFICATION. 
    • (a)Warranties of Licensee. Licensee represents and warrants to iNet-Lingerie, Inc. that Licensee is permitted by applicable law and regulations to enter into this Agreement, perform its duties and engage in the activities contemplated hereunder and will remain in compliance with all applicable laws and regulations, including all export laws and regulations. 
    • (b)Warranties of TechWave. iNet-Lingerie, Inc. represents and warrants to Licensee that iNet-Lingerie, Inc. has all power and authority to enter into this Agreement and to perform hereunder. iNet-Lingerie, Inc. makes no representations or warranties regarding the Store, Products or their distribution, including without limitation, the number of Products that may be sold through the Store. 
    • (c)Disclaimer of Warranties. EACH PARTY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING ALL WARRANTIES WHICH MIGHT ARISE FROM COURSE OF DEALING OR CUSTOM OR TRADE AND INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED BY THE OTHER PARTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACKNOWLEDGES AND AGREES THAT PRODUCTS ARE PROVIDED TO CUSTOMERS WITH NO WARRANTIES OTHER THAN THOSE THAT MAY BE PROVIDED BY THE APPLICABLE THIRD-PARTY VENDOR. 
    • (d)Indemnification. Each party will defend, indemnify, and hold harmless the other party, including its officers, directors, agents, technology partners, and employees, from any and all third-party claims, liabilities, costs or expenses, including reasonable attorney fees ("Claim(s)") resulting from the indemnifying party's breach of the above warranties. Each party agrees to: (i) promptly notify the other party in writing of any potential Claim and shall give the other party the opportunity to defend or negotiate a settlement of any such Claim at the party's expense; and (ii) cooperate fully with the other party, at that other party's expense, in defending or settling such Claim. iNet-Lingerie, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by iNet-Lingerie, Inc. hereunder, and in such event, iNet-Lingerie, Inc. shall have no further obligation to provide indemnification for such matter hereunder. 
    • (e)Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT. 
  • 7.TERM AND TERMINATION. This Agreement shall continue for one year from the Effective Date unless terminated earlier in accordance with the terms hereof. Either party may terminate this Agreement upon a material breach by the other if the matter is not corrected within ninety (90) days (thirty (30) days in the case of failure to pay) of written notice of intent to terminate. iNet-Lingerie, Inc. reserves the right to terminate the Agreement upon ten (10) days written notice, at its convenience, in the event Licensee engages in any business practices iNet-Lingerie, Inc. deems offensive, objectionable or harmful to its interests including, without limitation, the sending of messages or advertisements, via electronic mail or otherwise, that are unsolicited or that contain any false or misleading information. Termination of this Agreement will not affect rights that have already accrued hereunder. In addition, the provisions of Sections 5 through 9 shall survive the termination of this Agreement. 
  • 8.CONFIDENTIALITY. Each party agrees that during the existence of this Agreement and thereafter it will hold in strictest confidence, and will not use or disclose to any third party, except as permitted by this Agreement, any confidential information of the other party. "Confidential Information" shall not include information that was known to the receiving party prior to disclosure, or information that becomes publicly available through no fault of the receiving party. 
  • 9.MISCELLANEOUS. Failure of either party to perform, if occasioned in whole or in part by any act of God, act of governmental authority, or any other occurrence, act or thing beyond the reasonable control of that party, shall excuse that party from its obligation to perform when due and shall suspend its performance until such time as its performance can reasonably be undertaken. This Agreement is one between independent contractors, and shall not create the relationship of employer and employee, a partnership, joint venture, or any agency relationship between the parties. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws rules. Any dispute or controversy arising out of or relating to this Agreement which cannot be amicably resolved by the parties shall be finally settled by arbitration in Orange County, CAlifornia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction for any breach or threatened breach by the other of the provisions of Sections 5 and 8, and the parties hereby consent to jurisdiction and venue in the state and federal courts in Orange County, California for such purpose. Neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may assign this Agreement to an entity which is an affiliate of such party or which succeeds by operation of law to, or otherwise acquires substantially all of the assets of such party, or into which such party is merged, and which assumes such party's obligations hereunder. This Agreement is intended to be the parties' complete, integrated expression of the terms of their agreement with respect to its subject matters, and any prior agreements or understandings with respect to such subject matters are superseded hereby and fully merged herein. No waiver of any term or provision of this Agreement or right hereunder shall be valid unless the waiver is in writing and signed by the waiving party. No waiver of failure to enforce any provision or right hereunder shall be deemed to be a waiver of the same or any other provision or right in any other instance. If any provision of this Agreement shall be found to be unenforceable, the remainder of this Agreement shall not be affected. Any iNet-Lingerie, Inc. technology which Licensee may access under this Agreement is subject to RESTRICTED RIGHTS; and use, duplication, or disclosure thereof by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as appli cable.