Exhibit 10.12
On-Line License Agreement with Infoseek,
dated March 1, 1999 and
Addendum dated November 22, 1999 for xxxxxxxxxxxxxxxx.xxx, Inc.
ONLINE LICENSE AGREEMENT ADDENDUM
The terms of the Infoseek Corporation ONLINE LICENSE AGREEMENT
("License Agreement") for Ultraseek Server CCE Product Version 3.0 (the
"Software"), attached hereto as ATTACHMENT A, as modified hereby (collectively,
the "Agreement"), shall apply to use by BioLogix (also known as and hereinafter
referred to as "BIOLOGIX") of the Software on xxxxxxxxxxxxxxxx.xxx WWW site
("The Health Channel Site").
1. LICENSE
A. TERMS:
1. Subject to the terms and conditions of this Agreement, the
applicable maximum Number of documents and collections which may
be indexed under this license is 1,000,000 and 10, respectively.
Subject to the limitations of Paragraph 4 below, the maximum
Number of sites which may be indexed shall be unlimited. The
Software license key provided will enable the Content
Classification Engine.
2. Pricing: Pricing shall be based upon the number of queries
received per month on The Health Channel Site. BIOLOGIX will pay
to Infoseek a query rate of $4.00 per thousand queries, subject
to a nonrefundable, noncreditable minimum fee payable as follows:
(i) upon execution of this Addendum by BIOLOGIX ("Execution
Date") and attributable to the period beginning upon delivery of
the Software and ending on August 31, 1999, BIOLOGIX shall pay to
Infoseek ninety-seven thousand five hundred dollars ($97,500) as
the minimum fee for such period, and (ii) a minimum monthly fee
of sixteen thousand two hundred and fifty dollars ($16,250)
payable monthly in advance for each subsequent month thereafter.
Infoseek will credit BIOLOGIX $21,000, which represents the
unutilized prorated remainder of the original Addendum dated
March 12, 1999 (the "Original Addendum"), against the minimum fee
due from BIOLOGIX as described above. The terms of this Addendum
supersede the terms of the Original Addendum.
3. On or before the tenth (10) business day of each calendar month
after the Execution Date, BIOLOGIX shall pay to Infoseek any
additional amounts owed in excess of the applicable minimum
monthly fee with respect to the previous calendar month and
BIOLOGIX shall submit to Infoseek with each fee payment a
statement detailing the calculation of the fee payment. Infoseek
shall have the right to retain a U.S. nationally prominent or
other mutually agreeable independent auditor to whom BIOLOGIX
shall allow reasonable access to BIOLOGIX's applicable books of
account and other records relating to BIOLOGIX's obligations
under this Agreement. Access to BIOLOGIX's documentation shall be
during BIOLOGIX's regular business hours upon at least ten (10)
days prior written notice and may be conditioned upon the auditor
executing a confidentiality agreement in a form reasonably
acceptable to BIOLOGIX relating to the auditor's performance of
an audit hereunder. In the event that an audit discloses an
underpayment for any twelve (12) consecutive month period of more
than five percent (5%) of the aggregate amount due to Infoseek,
BIOLOGIX shall pay the reasonable costs of such audit.
4. BIOLOGIX may use the Software only at The Health Channel Site and
shall limit use of the Software solely to index health and
directly health-related internet sites, subject to the
restriction that BIOLOGIX is authorized and hereby represents and
warrants to Infoseek that (i) it is authorized to index such
sites, (ii) that its entry into this Agreement does not violate
any agreement with any other party and that its use of the
Software to index the aforementioned sites will not infringe any
copyright, patent or any other proprietary right of any third
party, (iii) that its performance under this Agreement, its use
of the Software and the provision of its service to users in
conjunction therewith will conform to all applicable laws and
government rules and regulations, and (iv) that it holds the
necessary rights to permit the use of any material, data or
information (collectively, material) accessible to users on The
Health Channel Site; and that the use, reproduction,
distribution, or transmission of such material will not violate
any criminal or common law, any statutory rights or any rights of
any third parties, including, but not limited to, such violations
as infringement or misappropriation of any copyright, patent,
trademark, trade secret, music, image, or other proprietary or
property right, false advertising, unfair competition,
defamation, invasion of privacy or rights of celebrity, violation
of any anti-discrimination law or regulation, or any other right
of any person or entity.
5. Upon request by Infoseek and at Infoseek's sole discretion, (i)
The Health Channel's Homepage shall display the Infoseek tagline
"Powered by Infoseek", or other such tagline to be provided by
Infoseek (at the same font size displayed on The Health Channel's
Search Results Page); and (ii) an Internet hyperlink back to
Infoseek shall be displayed on The Health Channel's Homepage in a
manner subject to Infoseek's prior approval. The display of such
aforementioned Infoseek tagline and Internet hyperlinks shall be
changed and/or removed as may be requested by Infoseek from time
to time.
6. All search and results pages generated from the use of the
Software must attribute appropriate acknowledgement and mutually
agreed upon credit to Infoseek and shall display on such pages
proper acknowledgements of Infoseek's copyright, trademark, or
other proprietary rights. Further, each such search and results
page shall provide a mutually agreed upon link back to Infoseek
in a manner subject to Infoseek's approval.
7. Infoseek may at its sole discretion, list The Health Channel as a
recommended site for selected health-related topics in the
Infoseek directory.
8. Infoseek may mirror the search index maintained by The Health
Channel, and use that index to provide a health-related search
capability on the Infoseek Service. If Infoseek does elect to
provide such a service, Infoseek will provide attribution in the
form of logo linked to The Health Channel adjacent to the search
box, or other branding acceptable to both parties.
9. Infoseek shall be the exclusive search service utilized by
BIOLOGIX for searching and indexing sites specified in Paragraph
4 above.
10. In the event that The Health Channel site provides a general
Internet search page or link, in addition to the site search
provided by the Software, Infoseek shall be the exclusive
Internet search service listed.
11. Nothing in this Agreement shall preclude Infoseek and any of
Infoseek's related entities from negotiating and entering into
arrangements with other parties to create, for itself or
themselves create, a service similar to and/or competitive with
The Health Channel Site.
12. Infoseek may terminate this Agreement immediately upon breach of
any provision of this Agreement. Infoseek shall also have the
right to terminate this Agreement with respect to BIOLOGIX'S
ability to index the aforementioned health and health-related
Internet sites, without cause and upon at least sixty (60) days
prior written notice, effective at any time after August 31,
1999. The rights and obligations specified as surviving in
Paragraph 8 of the License Agreement and the rights and
obligations specified in Paragraphs 3, 10, 13 and 14 hereof will
remain in effect after termination or expiration hereof. Upon
termination of this Agreement, BIOLOGIX shall either return to
Infoseek all copies of the Software or else destroy all such
copies of the Software.
BioLogix shall have the right to terminate this agreement and all
associated payments at any point after August 31, 1999, upon at
least thirty (30) days prior written notice.
13. The parties to this Agreement are independent contractors.
Neither party is an agent, representative or partner of the other
party. Neither party shall have any right, power or authority to
enter into any agreement for or on behalf of, or to incur any
obligation or liability of, or to otherwise bind, the other
party. This Agreement shall not be interpreted or construed to
create an association, joint venture or partnership between the
parties or to impose any partnership obligation or liability upon
either party.
14. NOTICE: Any notices required or permitted to be given pursuant to
this Agreement shall be in writing, sent via certified mail,
return receipt requested, or delivered by hand, addressed as set
forth below or to such other address as may be amended or
modified only in writing to the other party, and shall be deemed
to have been given when received.
IF TO Biologix International LTD:
0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
IF TO Infoseek:
Infoseek Corporation
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Legal Department
15. CONFIDENTIALITY OF AGREEMENT TERMS: Unless required by law, and
except for disclosure on a "need to know basis" to its own
employees, and its legal, investment, financial and other
professional advisers or to assert its rights under this
Agreement, BIOLOGIX agrees not to disclose the terms of this
Agreement or matters related thereto without the prior written
consent of Infoseek.
16. INDEMNIFICATION: BIOLOGIX agrees to indemnify Infoseek and hold
Infoseek harmless from and against any and all liabilities,
losses, damages, costs or expenses (including reasonable
attorneys' fees), arising out of (i) any use of Software by
BIOLOGIX and any legal liability arising out of or relating
thereto (ii) the Health Channel Site and any service accessible
therefrom and/or information or any material, data, or
information accessible to users on or from The Health Channel
Site or (iii) the breach by BIOLOGIX of any representation,
warranty or obligation under this Agreement.
15. TERM OF AGREEMENT: The initial term of this Agreement will be for
twelve months with an option to renew upon mutual agreement by
the parties, executed in writing and in advance, for an annual
renewal term. The initial term of this Agreement commences on the
Execution Date and shall end on March 1, 2000, unless terminated
under paragraph A(10) of this Addendum.
EXCEPT AS OTHERWISE SPECIFIED HEREIN, THE TERMS AND CONDITIONS OF THE
LICENSE AGREEMENT REMAINS IN FULL FORCE AND EFFECT.
AGREED TO BY: BIOLOGIX
By:/s/ Xxxxxxx Xxxxxxx
Print Name: Xxxxxxx Xxxxxxx
Title: President
Date: March 1, 1999
[LOGO]
QUOTATION
0000 XXXXXXX XXXX XXXXX
XXXXXXXXX, XX 00000
XXX
Prepared for:
Xxxxxxx X. Xxxxxx
xxxxxxxxxxxxxxxx.xxx, Inc.
949. 631.8317 / 000.000.0000
Fax: 000.000.0000
ITEM QUANTITY UNIT PRICE
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Ultraseek Server software with CCE 6 month 1 $ 97,500
LEASE RENEWAL IN ACCORDANCE WITH THE
LEASE AGREEMENT BETWEEN THEHEALTHCHANNEL
(FORMERLY BIOLOGIX INC.) AND INFOSEEK CORPORATION.
LESS SPECIAL DISCOUNT* ($9,750)
Please see attached addendum to the license agreement.
Note: Additional support may be purchased at $60/hr
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TOTAL: $87,750
*In exchange for placing an order before the quote date, and for retaining
branding, Infoseek will extend a special 10% discount to xxxxxxxxxxxxxxxx.xxx,
Inc.
Quotation number LT288 Quotation date: November 22, 1999
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This quotation is good through NOVEMBER 25, 1999, for the complete order, as
quoted. Please reference the Quotation on your order. Infoseek Corporation will
accept orders via check, Visa/MC/Amex, purchase order (subject to prior credit
approval) and wire transfer. Payment terms are Net 30. Please include complete
company billing information on your purchase order.
When ordering, please fax confirmation to 000-000-0000. Please note that the
terms of the Infoseek Ultraseek Server 3.0 Online License Agreement apply to any
order placed in response to this quotation. This agreement is available at
xxxx://xxxxxxxx.xxxxxxxx.xxx/xxxxxxxx/xxxxxxxxx/xxxxxxx.xxx The terms and
conditions of such Online License Agreement will prevail over any contrary,
inconsistent, or additional terms included in any purchase order. Please send
checks and confirming orders to the above address:
Attn: Software/ XXXX XXXX
We look forward to working with you. If you have any questions, please don't
hesitate to contact me at 000-000-0000 or by e-mail xxxxx@xxxxxxxx.xxx
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