Exhibit 10.27
CONTENT PROVIDER AGREEMENT
This Content Provider Agreement ("Agreement") is made this 21st day of
July, 1999, by and between ChannelSEEK, Inc., an Indiana corporation
("ChannelSEEK") and Entertainment Boulevard, Inc., a Nevada corporation
("Content Provider").
RECITALS
1. ChannelSEEK is a global Internet distribution company that offers the
most comprehensive guide to web-delivered broadcast media. Content Provider
produces and/or distributes broadcast media for delivery over the Internet
(the "Content").
2. Content Provider desires to include its Content in ChannelSEEK's
program guide and to access certain other value-added services offered by
ChannelSEEK, all in accordance with the terms and conditions of this
Agreement. ChannelSEEK is willing to include Content Provider's Content in
its program guide and provide other value-added services, all in accordance
with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties hereby agree as follows:
1. TERM: The term of this Agreement shall commence on the date hereof
and continue until one party shall give the other party notice of its
intention to terminate, whereupon this Agreement shall terminate on the date
set forth in the notice.
2. AGREEMENT OF CONTENT PROVIDER: Content Provider agrees that, in
consideration of the value-added services to be provided by ChannelSEEK as
described in Paragraph 3, below, during the Term, it shall: (a) make its
Content available to ChannelSEEK for inclusion at its website; (b) permit
ChannelSEEK to have remote access to the Content, in accordance with the
technologies and procedures, and subject to the conditions and restrictions,
to be agreed upon by the parties; (c) provide information and feedback to
ChannelSEEK pertaining to the ChannelSEEK website or any of the value-added
services provided by ChannelSEEK; and (d) not permit any Objectionable
Materials to be included in the Content. As used herein, the term
"Objectionable Material" includes any Content that: (i) is factually
inaccurate, misleading, deceptive or otherwise inappropriate; (ii) is not the
most current version of such Content available from Content Provider; (iii)
infringes or may be perceived as infringing any intellectual property rights
of third persons; and (iv) is or may be deemed to be libelous, defamatory,
racist, vulgar, abusive, obscene or pornographic or which may violate other
civil or criminal laws, including those regulated in the use and distribution
of content on the Internet and protection of personal privacy.
3. AGREEMENT OF CHANNELSEEK: During the Term, ChannelSEEK shall: (a)
grant to Content Provider a non-exclusive non-assignable, license to use
ChannelSEEK's Event Notification Service ("Remind Me") service; and (b)
promote Content through ChannelSEEK's website and through websites maintained
by other parties displaying ChannelSEEK Content.
4. NO REVENUE SHARING/NO LIABILITY: The parties have not entered into
and there is no agreement regarding the sharing of revenues of any nature
whatsoever, including, without limitation, any advertising revenues.
Excepting only pursuant to Paragraph 7 of this Agreement, in no event will
either party be liable to the other for any loss, damage, expense or damage
of
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any kind whatsoever, direct or indirect, including, without limitation any
liability for incidental consequential damages or lost profits. NEITHER PARTY
MAKES ANY WARRANTIES OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESSED
OR IMPLIED (INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY.
5. INTELLECTUAL PROPERTY OWNERSHIP: Both parties shall retain ownership
and control use of their respective marks, copyrights, logos and other
proprietary materials and content.
6. PUBLICITY: Either party may make public announcement regarding the
fact of the establishment of the relationship described in this Agreement,
subject to the approval of the other party, which approval shall not be
unreasonably delayed or withheld.
7. INDEMNIFICATION BY CONTENT PROVIDER: Content Provider agrees to hold
harmless, indemnify and defend ChannelSEEK, its officers, directors and
employees from and against any losses, damages, fines, or liability of any
nature whatsoever (including without limitation, reasonable attorneys fees
and costs) arising out of or relating to any claim that any Content contains
Objectionable Material.
8. NOTICES: All notices to be provided under this Agreement shall be
sent to:
IF TO CHANNELSEEK: IF TO CONTENT PROVIDER:
ChannelSEEK, Inc. Entertainment Boulevard, Inc.
0000 Xxxx Xxxx, Xxxxx 000 4052 Del Rey Avenue, Suite 108
Indianapolis, IN 00000 Xxxxxx Xxx Xxx, XX 00000
Phone: 317-585-6111 x. 100 Phone: 000-000-0000
Fax: 000-000-0000 Fax: 000-000-0000
E-mail: XXXXXX@XXXXXXXXXXX.XXX E-mail:xxxxxxx@xxxxxxxxxxxxxxxxx.xxx
9. MISCELLANEOUS: In the course of performing under this Agreement, each
of the parties will operate as, and have the status of, an independent
contractor, and will not act as or be an agent, co-venturer, employer or
fiduciary of the party. Neither party shall have the right to assign or
delegate any obligations under this Agreement without the prior consent of
the other. This Agreement shall be governed and construed under, and in
accordance with, the laws of the state of Indiana, and constitutes the entire
Agreement of the parties with respect to the subject matter hereof, and
supersedes any and all prior or contemporaneous, written or oral
negotiations, correspondence, understandings or agreements with respect to
the subject matter of this Agreement.
10. PREFERRED PLACEMENT: Given the quality and quantity of the Content
Provider's media, ChannelSEEK will, whenever possible, give Content Provider
preferred placement within the ChannelSEEK website in the appropriate
channel(s). Placement of the Content Provider's logo and links is solely at
the discretion of ChannelSEEK and must be approved prior to usage by the
Content Provider.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day first above written.
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CHANNELSEEK, INC. ENTERTAINMENT BOULEVARD, INC.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
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Printed: Xxxxxx Xxxxx Printed: Xxxxxxx Xxxxx
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Title: President Title: CEO
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("ChannelSEEK") ("Content Provider")
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