CAMPUSCRUISER.COM AGREEMENT
This agreement (the “Agreement”) dated _______________ (the “Effective Date”) is between
Timecruiser Computing Corporation having its principal office at 9 Law Drive, Fairfield, New
Jersey 07004 (“Timecruiser”) and Temple College (the “Participant”), principally located at:
2600 S. First Street, Temple, TX 76504-7435 for use of the CampusCruiser.com service
(“CampusCruiser.com”).
1.
Timecruiser Responsibilities.
Timecruiser agrees to use commercially reasonable efforts to:
a)
Offer use of CampusCruiser.com to students, faculty, administrative staff, alumni, parents
and members of the Participant constituent base (the “Members”) subject to the terms and
conditions for use of the site by such Members.
b)
Host an area within CampusCruiser.com specifically for Participant’s use.
c)
Provide the basic features described in Schedule A attached hereto.
d)
Provide “selected off-campus content” approved by Participant. “selected off-campus
content” may include, but is not limited to, national news and sports, local weather, offcampus events, online yellow pages and white pages, maps and directions.
2.
Participant’s Responsibilities.
The Participant agrees to:
a)
Inform Members of the availability of CampusCruiser.com service and features. All
Members shall agree to Timecruiser’s standard terms of use prior to using
CampusCruiser.com.
b)
Allow Timecruiser to publish user quotes from the Participant community in marketing
materials.
c)
Place a link to CampusCruiser.com on the Internet site operated by Participant.
3.
Participant Information.
Participant Information includes any information Participant provides to Timecruiser or
posts to CampusCruiser.com. With respect to Participant Information:
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Timecruiser Computing Corporation
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a)
Participant is solely responsible for Participant Information, and Participant
acknowledges and agrees that Timecruiser is merely a passive conduit for online
distribution and publication of Participant Information. Notwithstanding the foregoing,
Timecruiser may take any action with respect to any information it deems necessary or
appropriate in its sole discretion if Timecruiser believes it may create liability or may
cause Timecruiser to lose (in whole or in part) the services of its internet service
providers or other suppliers. Timecruiser shall provide Participant with five (5) days’
written advance and notice of any proposed action.
b)
Participant acknowledges and agrees that Participant is solely responsible for the form,
content and accuracy of any information placed by Participant on CampusCruiser.com
c)
Participant represents and warrants that Participant will use best efforts to have
Participant Information not: (a) be fraudulent; (b) infringe any third party's copyright,
patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(c) violate any law, statute, ordinance or regulation (including without limitation those
governing export control, consumer protection, unfair competition, anti-discrimination or
false advertising); (d) be defamatory, libelous, abusive, hateful, unlawfully threatening or
unlawfully harassing; (e) be obscene, sexually explicit or contain child pornography or
offensive language; (f) contain any viruses, Trojan horses, worms, time bombs,
cancelbots or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or expropriate any system, data or
personal information; and (g) link directly or indirectly to or include descriptions of
goods or services that are prohibited by Timecruiser.
4.
Ownership and Grant of License
The Participant acknowledges that Timecruiser owns all right, title and interest, including
without limitation, all copyright, trademark and other proprietary rights, in and to
CampusCruiser.com. Nothing herein shall be deemed as giving the Participant or any
Members any rights in or to CampusCruiser.com. Timecruiser acknowledges that the
Participant or its Members own all right, title and interest, including without limitation,
all copyright, trademark, service marks and other proprietary rights, in and to the
Participant Information as well as any material placed on Participants portion of
CampusCruiser. Nothing herein shall be deemed as giving Timecruiser any rights in or
to such material. Participant hereby grants Timecruiser a limited, non-exclusive license
to use the Participant Information, specifically including, but not limited to, Participant’s
trademarks and copyrights identified with Temple College, solely for the limited
purposes described herein.
5.
System Integrity.
Participant may not use any device, software or routine to interfere or attempt to interfere
with the proper working of CampusCruiser.com. Participant may not take any action,
which imposes an unreasonable or disproportionately large load on CampusCruiser.com’s
infrastructure. Participant is prohibited from violating or attempting to violate the
security of CampusCruiser.com, including, without limitation, (a) accessing data not
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Timecruiser Computing Corporation
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intended for Participant or logging into a server or account which Participant is not
authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or
network or to breach security or authentication measures without proper authorization, (c)
attempting to interfere with service to any user, host or network, including, without
limitation, via means of submitting a virus to CampusCruiser.com, overloading,
"flooding", "spamming", "mailbombing" or "crashing", (d) sending unsolicited e-mail,
including promotions and/or advertising of products or services, by any person or entity
other than Participant, or (e) forging any TCP/IP packet header or any part of the header
information in any e-mail or newsgroup posting. Violations of system or network security
may result in civil or criminal liability. Timecruiser may investigate occurrences, which
may involve such violations and may involve, and cooperate with, law enforcement
authorities in prosecuting users who are involved in such violations. Participant shall
cooperate with Timecruiser, upon request, in the investigation and resolution of system
integrity issues caused by one or more of the Members but Participant is not responsible
for the acts or omissions of the Members.
6.
Data Collection and Technical Support
Timecruiser will collect profile data on all users of the system for market research
purposes. Except as set forth herein, none of the information collected will be sold,
re-sold, provided, transmitted or used outside of Timecruiser. Notwithstanding the
foregoing, Timecruiser may transmit such data to a third party to conduct market research
for Timecruiser’s own internal business purposes. As Timecruiser incorporates
Members’ feedback and enhances CampusCruiser.com, Timecruiser will notify the
Participant of any changes in advance of the upgrade. All upgrades will take place at the
Timecruiser hosting location and will be provided to Participant without additional fees
or other consideration.
7.
Advertising and Royalty Payments
a)
Timecruiser reserves the right to provide advertising and promotions on all areas of
CampusCruiser.com. Participant may suggest advertisers to Timecruiser and Timecruiser
may contract with Participant’s suggested advertisers to provide advertising on
Participant’s site. Timecruiser shall not sell advertising space on the CampusCruiser.com
web site to entities known to Timecruiser to promote pornography, alcohol, tobacco, guns
and weapons, violence, nor allow any advertising of a political or religious nature. In
addition to those advertisers herein specified, Timecruiser agrees to remove advertisers
from the site upon request of the Participant if Timecruiser agrees with Participant that
the advertising content is inconsistent with the mission of Temple College. If
Timecruiser does not agree that the advertising content is inconsistent with the mission of
Temple College, Timecruiser shall nevertheless remove the advertisements from the site
and the parties shall work in good faith to negotiate an adjustment to the royalty fees
payable hereunder that results in the parties sharing the projected loss in revenue incurred
by Timecruiser as a result of Participant’s request. Timecruiser will provide a forum with
Participant to review advertisers from time to time. But in no case shall Participant
request removal of advertisements to the extent that Participant intends to remove
advertisement in its entirety.
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Timecruiser Computing Corporation
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b)
Timecruiser shall pay Participant the percentage identified in Schedule B of all Net
Revenue derived solely from the sale of banner advertisements and E-commerce on the
Participants area of CampusCruiser.com. Net Revenue is defined as the amount actually
received by Timecruiser from Timecruiser’s sale of banner advertisements and Ecommerce. Timecruiser shall pay such amounts once per year, within 45 days of the end
of each calendar year.
8.
Annual Maintenance
Annual Maintenance includes product support, which will be provided from 8:30 AM
through 8:00 PM U.S. East Coast Time Monday through Friday, excluding the standard
holidays observed by Timecruiser Technical Services. Further, maintenance includes new
releases and updates as generally released. Annual Maintenance is invoiced on an annual
basis, in advance, and is due on the anniversary date of the agreement.
9.
Termination
a)
This Agreement shall commence on the Effective Date and continue through the date two
years from the Effective Date. Thereafter, this Agreement shall automatically renew for
additional one-year terms unless either party provides the other with 60 days prior written
notice of its intention not to renew. Notwithstanding the foregoing, Timecruiser reserves
the right to change the Net Revenue percentage in Section 7(b), at the time of renewal,
for any renewal term, so long as Timecruiser provided the Participant with notice of the
proposed change in the Net Revenue Percentage not less than ninety (90) days prior to
the end of the expiring term.
b)
Notwithstanding anything herein to the contrary, either party may immediately terminate
this Agreement in the event of any material breach of this Agreement and the other
parties’ failure to cure such breach within ten (10) days of notice thereof.
c)
In the event of termination of the agreement, all information owned by Participant and
the Participant's Members will be destroyed or returned to Participant at Participant’s
direction. Participant's direction should be in the form of a written notice to Timecruiser
Computing Corporation and Timecruiser Computing Corporation will make its best
efforts to return the information within fifteen (15) days.
10.
Exclusivity
The Participant shall not enter into any agreements with any other third party for any
primary portal services similar to the CampusCruiser.com services described herein
during the term of this agreement. This exclusivity obligation shall not be interrupted to
prohibit Participant from entering into similar agreements with third parties for more
specialized services directed at a specialized need of the Participant or of a portion of the
Participant’s community if such specialized services are not then offered by Timecruiser
as part of its CampusCruiser.com line of services.
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Timecruiser Computing Corporation
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11.
Disclaimer of Warranties and Limitation of Liability
a)
Timecruiser is not responsible for the availability of any links or other web sites,
resources and advertisers, nor does it endorse or is it responsible for their contents,
advertising, products or other materials made which they may make available.
b)
Under no circumstances shall Timecruiser be held responsible or liable, directly or
indirectly, for any loss or damage caused or alleged to have been caused to the Participant
or a Member in connection with the use of or reliance on any content, goods or services
available on such external site. Questions or comments or complaints must be directed to
such external site’s administrator or Webmaster.
c)
CAMPUSCRUISER.COM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS
WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TIMECRUISER IS
NOT RESPONSIBLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOST
PROFIT, WHETHER OR NOT CAUSED BY TIMECRUISER’S OWN NEGLIGENCE
OR ANY MEMBER’S NEGLIGENCE, ERRORS OR OMISSIONS. TIMECRUISER
DOES NOT WARRANT THAT CAMPUSCRUISER.COM IS ERROR FREE OR
THAT THE OPERATION OF CAMPUSCRUISER.COM WILL BE SECURE OR
UNINTERRUPTED.
d)
Notwithstanding anything in this Agreement to the contrary, Timecruiser’s entire liability
for any damages in any way relating to the subject matter of this Agreement, regardless
of whether the claim is based on contract, tort, or any other claim, shall not exceed the
total amounts paid to the Participant by Timecruiser hereunder.
e)
No person will be allowed to become a Member without first agreeing to the “Terms of
Use and Privacy Statement” which appears online at the first login to
CampusCruiser.com.
12.
Indemnification
Both the Participant and Timecruiser shall defend and hold harmless the other party
and its affiliated entities against all claims, suits and proceedings brought by third
parties, including without limitation Members, from and against any and all claims,
liabilities, losses, expenses, damages and costs (including, without limitation, attorneys
fees) arising out of or relating to (a) any content or information posted by or provided
by such party, including any third party claims alleging infringement of copyrights,
trade secret or other intellectual property right, or alleging libel, defamation or
invasion of privacy; (b) any breach by such party of a covenant contained herein; or
(c) such party’s negligent act or failure to act in the furtherance of its obligations
herein.
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Timecruiser Computing Corporation
5 of 9
13.
Confidentiality of Agreement
Unless required by law, and except to assert their rights hereunder or for disclosures to
employees with a need to know, the parties agree not to disclose the terms of this
Agreement or matters relating thereto to any third party without the prior written consent
of the other party.
14.
Notices:
Participant:
Name:
Institution:
Temple College
Address:
2600 S. First Street
Phone:
15.
Miscellaneous
Neither party may transfer this Agreement or its rights or obligations hereunder without
the prior written consent of the other party. This Agreement and any operating rules
constitute the entire agreement of the parties with respect to the subject matter hereof,
and supersede all previous written or oral agreements between the parties with respect to
such subject matter. All amendments to this Agreement shall be in writing signed by
both parties. This Agreement shall be construed in accordance with the laws of the State
of New York, without regard to its conflict of laws rules. No waiver by either party of
any breach or default hereunder shall be deemed to be a waiver of any preceding or
subsequent breach or default.
Temple College
Timecruiser Computing Corporation
Participant:
Signature:
Name:
Name:
William J. Brennan
Title:
Title:
Chief Operating Officer
Date:
Date:
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Timecruiser Computing Corporation
6 of 9
Schedule A
BASIC FEATURES
Individual Services, for Members within each Campus:







Interactive Personal Webpage for each Member
Interactive Personal Scheduling
Online Chat
Free e-mail for the duration of the contract with Timecruiser
Address Book
Task Management space for each Member on our server
Role-based user privileges
Community Services, for the entire Campus, or within Clubs, Departments, and Classes:








Campus Community Home Page
Community-wide Calendars
Free e-mail for Alumni for the duration of the contract with Timecruiser
Online Chat/Online Bulletin Boards
Online Publishing tools
Web presence for Campus Clubs and Teams
Secure, Authenticated login
Online Class Management tools
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Timecruiser Computing Corporation
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Schedule B

Software License and Maintenance Fees:
Software License Fee
CampusCruiser.com hosted license fee
$50,000
Less Software Grant (for full advertising and
($50,000)
e-commerce model)
$0
Total License Fees
*
Annual Maintenance *
$7,500
N/A
$7,500
For the first year of this Agreement this annual maintenance fee will be waived for 6
months from the date of this Agreement unless the Client chooses one of the options
below.
SPECIAL ANNUAL MAINTENANCE PROMOTION:
Option #1 - Should this Agreement be signed prior to December 31, 2000 Timecruiser will waive
Client annual maintenance charges through June 30, 2003.
Option #2 – Should the Client agree to use CampusCruiser email as the institution’s default
student email platform then annual maintenance will be waived by Timecruiser for as long as the
client continues to do so.
Authorized Signatory Initials:
Client chooses: __________ Option #1

__________ Option #2
Revenue Sharing Model:
Timecruiser shall pay Participant the following percent royalty, by period, of all net revenues as
defined in section 7 herein.
Months from Agreement Execution
0-6
7-12
13-18
19+
Temple College
November 16,2000
Steve Bashore/Kathy Brandt
Advertising Revenue Percent
50%
18%
15%
10%
E-commerce Percent
17%
17%
17%
17%
Timecruiser Computing Corporation
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