AGREEMENT
This Agreement (hereinafter referred to as the "Agreement") is
entered
into as of the 23rd day of June, 2009 (the "Effective Date") by
and
between Invisosoft, Inc, a Nevada corporation (hereinafter referred
to
as "Licensor" and/or "Invisosoft") and PMX Communities, Inc., a
Nevada
corporation (hereinafter referred to as "Licensee" and/or
"PMX"). The
aforementioned parties are hereinafter collectively referred to as
the
"Parties" and individually as a "Party". Capitalized terms
shall have
the meaning ascribed to them in this Agreement.
WITNESSETH:
WHEREAS, Licensor is the developer and owner of a proprietary
and
copyrighted audio video software product known as Invisosoft
Live
Communicator Suite (hereinafter referred to as the "Software");
and
WHEREAS, the Software enables VOIP/Audiovisual conferencing;
and
WHEREAS, Licensor has agreed to license the Software to Licensee
in
accordance with the terms and conditions of this Agreement; and
WHEREAS, Licensee has agreed to license the Software from Licensor
in
accordance with the terms and conditions of the Agreement; and
WHEREAS, Licensee has agreed that at no time, the licensee will
reproduce, copy, transfer, or modify any of the Invisosoft
owned
software products to themselves, any individuals, any entity or
any
company except as provided herein to the contrary.
NOW THEREFORE, in consideration of the foregoing, and Ten and
no/100ths
($10.00) Dollars in hand paid by each party hereto unto the other,
and
other good and valuable consideration, the receipt, sufficiency
and
adequacy of which is hereby jointly and severally acknowledged, and
the
covenants, promises, representations, guarantees and the
agreement
herein contained;
IT IS MUTUALLY AGREED, by and between the Parties hereto as
follows:
1.Recitals, The Parties hereto acknowledge and agree that
the
foregoing recitals are true, correct, accurate, in proper form
and
fully binding upon them in all respects, which recitals in
their
entirety are hereby incorporated in this Agreement in haec
verba.
2.License, Licensor hereby licenses to Licensee the Software
to enable
one hundred (100) activator seats for the use of Licensee's
members
and/or participants at any given time (hereinafter referred
to as the
"Software Capacity")
3.Software Support and Product Upgrades, The Licensor shall
provide
technical support to Licensee on an as needed basis to
facilitate the
use of the Software. Such support shall include the operation
of the
Software on the Licensor's computer servers until such time as
the
Licensee's computer servers can accommodate such operations.
In
addition, Licensor shall assist in the migration and installation
of
the Software to Licensee's computer servers upon request from
Licensee.
During the first two (2) years of the Term of this Agreement,
the
Licensor shall afford the Licensee with any and all Software
upgrades
and modifications. Following such two (2) year period
Licensor shall
afford the Licensee the right to purchase Software upgrades at
a
preferential rate which shall be equivalent to the pricing offered
to
the Licensor's most favored customers.
4.Term, The term of this Agreement shall be for five (5)
years
(hereinafter referred to as the "Term") commencing on the
License
Effective Date. For purposes of this "Agreement, the License
Effective
Date shall be August 1, 2009.
The Licensee shall have the right to extend the term for two (2)
five
(5) year option periods(hereinafter referred to as the "Option
Period(s)"). The Licensee shall be automatically deemed to
have
exercised its option to extend the term for an Option Period unless
it
shall provide the Licensor with fifteen (15) days written notice of
its
intentions not to exercise its option to extend.
5.Private Label of Software, Licensee shall have the right to
"private
label" the software as Licensee's software and is not bound to
disclose
to third parties that Licensor is the owner of the Software.
6.Consideration of License, In consideration for the License,
Licensee
will pay to Licensor the sum of Five Thousand and 00/100
Dollars(US$5,000.00) in accordance with an invoice presented by
Licensor to Licensee of even date herewith.
For the first two (2) years from the License Effective Date,
Licensee
shall have the right to increase the number of activator seats at
any
time via a one(1) time payment of Fifty Dollars and 00/100
(US
