Beyoxx xxx, xxth its principal place of business at 1195 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Xo-Host"). The Effective Date of this Agreement (herein called the "Effective Date") is September 21, 1998.
Beyoxx xxx, xx its own expense, will indemnify, defend and hold harmless Yahoo and its employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against Yahoo based on or arising from a claim any Beyoxx.xxx xxxdemark, service mark xx other Beyoxx.xxx xxxnd feature, any material, product or service produced, distributed, offered or provided by Beyoxx.xxx, xx any material presented on the Beyoxx.xxx Xxxe, infringes in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, is or contains any material or information that is 9 obscene, defamatory, libelous, slanderous, or that violates any law or regulation, or that otherwise violates any rights of any person or entity, including, without limitation, rights of publicity, privacy or personality, or has otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any third party; provided, however, that in any such case: (x) Yahoo provides Beyoxx.xxx with prompt notice of any such claim; (y) Yahoo permits Beyoxx.xxx xx assume and control the defense of such action upon Beyoxx.xxx'x xritten notice to Yahoo of its intention to indemnify; and (z) upon Beyoxx.xxx'x xritten request, and at no expense to Yahoo, Yahoo will provide to Beyoxx.xxx xxx available information and assistance necessary for Beyoxx.xxx xx defend such claim. Beyoxx.xxx xxxl not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to Yahoo, without Yahoo's prior written consent, which shall not unreasonably be withheld. Beyoxx.xxx xxxl pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Yahoo in connection with or arising from any such claim, suit, action or proceeding.
Beyoxx xxx xxxll promptly provide Yahoo all URLS, URL formats (as applicable, content, and other materials necessary for Yahoo to provide the [*]. All content and material contained in the [*] are subject to Yahoo's approval and must comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, consumer protection laws and rules and regulations governing product claims, truth in labeling, and false advertising.
Beyoxx xxx xxxees that it will maintain insurance with a carrier that is reasonably acceptable by Yahoo and with coverage for commercial general liability errors and omissions of at least one million dollars per occurrence.
Beyoxx xxx xxxl be responsible for installing Enterprise Download Manager servers throughout the IRS for the electronic deployment of Microsoft updates and upgrades. These servers will be set up free of charge (IRS is responsible for supplying the hardware).
Beyoxx xxx xxxl be responsible for, and bear the costs of, any physical shipments of Microsoft media that is required under the terms of the IRS agreement.
Beyoxx xxx xx responsible for receiving and handling all web based credit card transactions for the Non-Enterprise Additional Products that the IRS purchases under this Agreement.
Beyoxx. XXX [*] BUTTON.
5.1 Yahoo shall provide the Beyoxx.xxx [*] Button on a rotating basis until its Page View obligations are met, on the [*] Pages (in the placement as set forth in Exhibit B).
Beyoxx xxx xxxll comply with the terms and conditions of its GSA schedule contract in performing this agreement. In the event of a conflict between the terms of the GSA schedule contract, the BPA, and this agreement, Beyoxx.xxx xx responsible for promptly bringing such conflicts to the attention of ITC. ITC RESPONSIBILITIES:
1. ITC is responsible for accepting all the non-web/non-credit-card Microsoft orders from the Agency.
2. ITC will place all non web/non credit-card orders with Beyoxx.xxx xx accordance with the terms of this agreement.
3. For non-credit card orders, ITC will be responsible for reporting the end sale prices of the Enterprise Lot Product and Non-Enterprise Additional Product orders to Beyoxx.xxx.
0. ITC is responsible for accepting all orders from the Agency by telephone or email. ITC will then forward these orders to Beyoxx.xxx xxxh a copy of the ITC invoice to IRS, in accordance with paragraph 5.1 of the Agreement.
5. ITC is responsible for all primary customer support to the Agency.
6. ITC will be responsible for fulfilling the MSE requirement from the Agency. This will be done without any involvement (including financial) involvement from Beyoxx.xxx.
0. ITC will be responsible for fulfilling the Help Desk/Premier support requirement from the Agency. This will be done without any involvement (including financial) involvement from Beyoxx.xxx.
0. ITC grants and agrees to grant Beyoxx.xxx xxx trademark rights reasonably necessary for Beyoxx.xxx xx set up the co-branded web pages from the co-branded store.
Beyoxx xxx xxxees to record the data corresponding to all downloading by the IRS, so that the Parties can track the IRS's actual software usage.
Beyoxx. XXX [*] PROMOTION.
7.1 Yahoo shall provide the Beyoxx.xxx [*] Promotion on a rotating basis until its Page View obligations are met, on the [*] (in the placement as set forth in Exhibit B), currently located at [*].
Beyoxx. XXX [*] BANNER.
3.1 Yahoo shall provide the Beyoxx.xxx [*] Banner, on a rotating basis until its Page View obligations are met, on the [*] Pages (in the placement as set forth in Exhibit B).
Beyoxx xxx xxxees to set up ITC/Beyoxx.xxx xx-branded web pages to merchandise the non-enterprise Microsoft Contract Line Items (CLINS) to the IRS. This co-branded store will be linked off of the ITC web site for the life of this Agreement.
Beyoxx xxx xx responsible for reporting all of its GSA schedule sales under this agreement to GSA and paying GSA the Beyoxx.xxx 0% Industrial Funding Fee.