Sale Terms

permanent terms

• xfer all web site, web site history, forums, bug base, trello accounts, domains, and any other digital assets related to kJams, kjams facebook, kjams twitter, youtube channel, etc.
• xfer all proprietary source code related directly to "karaoke" (encoding, decoding, playback) becomes copywrite of and property of buyer. seller will transfer ALL copies to buyer, and not retain any
• xfer all customer base information, all past emails
• all open source code remains open source, seller becomes responsible for maintaining up to date public access to said open source code, and will accept and publish contributions from seller
• all other code (generic code base and build system) may be used by buyer with no restrictions on it's use
• seller retains a copy of generic code base and may use it in any project that is NOT a direct competitor or karaoke player
• seller may not re-sell the generic code base unless it has been completely transformed into a new separate product that does not compete with kJams
• buyer must honor all agreements currently in place with third parties
• everything sold is provided in good faith, as is, with no warranties or guarantees
• buyer agrees to always, 100% of the time, "do the right thing" by the customer, this business must be about happy customers first, not making money
• must always support both mac (back four OS versions) and windows (Back to XP), always release in parallel
• must always support "the server" with backward compatibility for third party apps
• must continue to give free / discounted licenses as already indicated

term five years

• buyer will provide free email support, answered within minutes of it's receipt during normal business hours of the tech support person's time zone
• buyer will continue to provide personalized 1:1 telephone tech support with end users, free for at least 30 days after purchase
• provide 30 day no questions money back guarantee, but ALWAYS try to FIX the customer's problem first, try really HARD
• provide software updates for new features / bug fixes at a similar rate to historical release
• AFTER the first 6 months, seller will receive 2.5% of GROSS revenue from all revenue streams related or attached to kJams or it's derivatives (for 4.5 more years)
• seller will have read access to source of all sales data (all rev. streams)
• must maintain kJams as separate product line. you may ADD new UI / features to it, but may not subsume it's features into a different product, and then stop supporting kJams itself
• at least 1/4 of time spent coding must be implementing the roadmap that has been already laid out

term three years

• may NOT remove the existing music stores
• provide at least one full time engineer, one part-time QE, one full-time tech support (for email (40 hr/week), voice (4-6 hrs / week split over 2 days))
• at least half the eng time spent coding, follow the development roadmap that has already been laid out

i will agree to

• provide free part time consulting to manage the transition to new management for 6 months (no more than 10 hours per week, tues and thurs evenings (or TBN)
• be available for paid consulting after 6 months (terms TBN if it comes to that)

buyer may optionally

• actual marketing and advertising
• provide part time build engineer (builds are *complicated*)
• provide paid premium support packages for customers
• provide re-branded (white label) version of product
• integrate more music stores (all of them?)
• move to a different integrated ecommerce engine
• move to a subscription model
• develop a version for *nix, android, ios, xbox, etc
• consolidate kJams editions (lite, pro, 2)
• develop more Server features
• develop cloud services (backup, syncing etc)
• develop indie music store (direct from artist to fan)

finally

• No Ambiguity Fallacy: any dispute or misunderstanding of these terms shall be resolved by taking the intent behind the words, rather than syntactic, lexical, or grammatical meaning, where such meaning is ambiguous. ie: the spirit of the law rules OVER the letter of the law