EXHIBIT 10.7
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT.
CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
YAHOO! INC.
CONTENT LICENSE AGREEMENT
THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this 1st
day of January, 1998 (the "Effective Date") between YAHOO!, INC., a California
corporation, with offices at 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx, XX
00000, ("YAHOO") and XxxXxxxxx.xxx, L.L.C., ("Licensor"), a Delaware limited
liability company, with offices at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX
00000.
In consideration of the mutual promises contained herein, the parties agree as
follows:
SECTION 1: DEFINITIONS
Unless otherwise specified, capitalized terms used in this Agreement
shall have the meanings attributed to them in Exhibit A hereto.
SECTION 2: GRANT OF LICENSES
2.1 Grant of Licenses. Subject to the terms and conditions of this Agreement,
Licensor hereby grants to Yahoo, under Licensor's Intellectual Property
Rights:
(a) A non-exclusive, worldwide license to use, modify, reproduce, distribute,
display and transmit the Licensor Content in electronic form in
connection with Yahoo Properties via the Internet, and to permit users of
the Yahoo Properties to download and print the Licensor Content for
personal use. Yahoo's license to modify the Licensor content shall be
limited to modifying the Licensor Content to fit the format and look and
feel of the Yahoo Property.
(b) A non-exclusive, worldwide, fully paid license to use, reproduce and
display the Licensor's Brand Features: (i) in connection with the
presentation of the Licensor Content on the Content Pages in the Yahoo
Properties; and (ii) in connection with the marketing and promotion of
the Yahoo Properties.
(c) Subject to the restrictions and obligations herein, Yahoo shall be
entitled to sublicense the rights set forth in this Section 2.1 (1) to
its Affiliates only for inclusion in Yahoo Proper ties, and (2) in
connection with any mirror site, derivative site, or distribution
arrangement concerning a Yahoo Property.
SECTION 3: DELIVERY OF LICENSOR CONTENT; ADVERTISING REVENUE
3.1 Yahoo's Responsibilities. In addition to any responsibilities
that may be set forth in Exhibit C, Yahoo will be responsible
for the design, layout, posting, and maintenance of the
Content Pages. In no event is Yahoo under any obligation,
express or implied, to post or otherwise include any of the
Licensor Content in any Yahoo Property, including without
limitation, in any Content Pages.
3.2 Licensor Assistance. In addition to any responsibilities that
may be set forth in Exhibit C, Licensor will provide on-going
assistance to Yahoo with regard to technical, administrative
and service-oriented issues relating to the utilization,
transmission and maintenance of the Licensor Content, as Yahoo
may reasonably request. Licensor will use its reasonable best
efforts to ensure that the Licensor Content is accurate,
comprehensive and updated regularly as set forth in Exhibit C.
3.3 Advertising Rights. *****
3.4 Notices. Yahoo will not alter or impair any acknowledgment of
copyright or other Intellectual Property Rights of Licensor
that may appear in the Licensor Content and the Licensor Brand
Features, including all copyright, trademark and similar
notices that Licensor may reasonably request.
3.5 Links. The parties will maintain the hypertext links specified
in Exhibit D.
SECTION 4: DELIVERY OF LICENSOR CONTENT
During the term of this Agreement, Licensor shall deliver updates of
the Licensor Content to Yahoo in accordance with the Delivery Specifications set
forth in Exhibit C. Licensor also shall provide Yahoo with reasonable prior
notice of any significant Enhancements that generally affect the appearance,
updating, delivery or other elements of the Licensor Content, and shall make
such Enhancements available to Yahoo upon commercially reasonable terms.
SECTION 5: INDEMNIFICATION
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***** Confidential treatment has been requested for the redacted portions. The
confidential redacted portions have been filed separately with the
Securities and Exchange Commission.
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Licensor, at its own expense, will indemnify, defend and hold harmless
Yahoo, its Affiliates and their employees, representatives, agents and
affiliates, against any claim, suit, action, or other proceeding brought against
Yahoo or an Affiliate based on or arising from a claim that the Licensor Content
as delivered to Yahoo or any Licensor Brand Feature infringes in any manner any
Intellectual Property Right of any third party or contains any material or
information that is obscene, defamatory, libelous, slanderous, that violates any
person's right of publicity, privacy or personality, or has otherwise resulted
in any tort, injury, damage or harm to any person; provided, however, that in
any such case: (x) Yahoo provides Licensor with prompt notice of any such claim;
(y) Yahoo permits Licensor to assume and control the defense of such action,
with counsel chosen by Licensor (who shall be reasonably acceptable to Yahoo);
and (z) Licensor does not enter into any settlement or compromise of any such
claim without Yahoo's prior written consent, which consent shall not be
unreasonably withheld. Licensor will 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 or an Affiliate in connection
with or arising from any such claim, suit, action or proceeding. It is
understood and agreed that Yahoo does not intend and will not be required to
edit or review for accuracy or appropriateness any Licensor Content.
SECTION 6: LIMITATION OF LIABILITY / WARRANTY
EXCEPT AS PROVIDED IN SECTION 5, UNDER NO CIRCUMSTANCES SHALL LICENSOR,
YAHOO, OR ANY AFFILIATE BE LIABLE TO EACH OTHER OR ANOTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS
AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR
LOST BUSINESS.
SECTION 7: TERM AND TERMINATION
7.1 Initial Term and Renewals. This Agreement will become
effective as of the Effective Date and shall, unless sooner
terminated as provided below or as otherwise agreed, remain
effective for an initial term of twelve (12) months following
the first date of public availability of the Licensor Content
on a Content Page within a Yahoo Property (the "Initial
Term"). After the Initial Term, this Agreement will be
automatically renewed for successive additional one year
periods ("Extension Terms"). This Agreement may be terminated
by either party at any time by giving notice to the other
party of not less than sixty (60) days prior to the end of a
Term. As used herein, the "Term" means the Initial Term and
any Extension Term(s).
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7.2 Termination for Cause. Notwithstanding the foregoing, this
Agreement may be terminated by either party immediately upon
notice if the other party: (w) be comes insolvent; (x) files a
petition in bankruptcy; (y) makes an assignment for the
benefit of its creditors; or (z) breaches any of its
obligations under this Agreement in any material respect,
which breach is not remedied within thirty (30) days following
written notice to such party.
7.3 Effect of Termination. Any termination pursuant to this
Section 7 shall be without any liability or obligation of the
terminating party, other than with respect to any breach of
this Agreement prior to termination. The provisions of
Sections 5, 6, 7, 8, 9, 10, and this Section 7.3 shall survive
any termination or expiration of this Agreement.
SECTION 8: OWNERSHIP
8.1 By Licensor. Yahoo acknowledges and agrees that: (i) as
between Licensor on the one hand, and Yahoo and its Affiliates
on the other, Licensor owns all right, title and interest in
the Licensor Content and the Licensor Brand Features; (ii)
nothing in this Agreement shall confer in Yahoo or an
Affiliate any right of ownership in the Licensor Content or
the Licensor Brand Features; and (iii) neither Yahoo or its
Affiliates shall now or in the future contest the validity of
the Licensor Brand Features. No licenses are granted by either
party except for those expressly set forth in this Agreement.
8.2 By Yahoo. Licensor acknowledges and agrees that: (i) as
between Licensor on the one hand, and Yahoo and its Affiliates
on the other, Yahoo or the Affiliates own all right, title and
interest in any Yahoo Property and the Yahoo Brand Features;
(ii) nothing in this Agreement shall confer in Licensor any
license or right of ownership in the Yahoo Brand Features; and
(iii) Licensor shall not now or in the future contest the
validity of the Yahoo Brand Features. No licenses are hereby
granted by Yahoo. Yahoo or its Affiliates shall own all
derivative works created by Yahoo from the Licensor Content,
including the Content Pages, pursuant to this Agreement, to
the extent such is separable from the Licensor Content.
SECTION 9: PUBLIC ANNOUNCEMENTS
The parties will cooperate to create any and all appropriate public
announcements relating to the relationship set forth in this Agreement. Neither
party shall make any public announce-
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ment regarding the existence or content of this Agreement without the other
party's prior written approval and consent.
SECTION 10: NOTICE, MISCELLANEOUS PROVISIONS
10.1 Notices. All notices, requests and other communications called
for by this agreement shall be deemed to have been given
immediately if made by telecopy or electronic mail (confirmed
by concurrent written notice sent first class U.S. mail,
postage prepaid), if to Yahoo at 0000 Xxxxxxx Xxxxxxxxxx,
Xxxxx 000, Xxxxx Xxxxx, XX 00000, Fax: (000) 000-0000
Attention: Vice President (e-mail: ***** ), with a copy to its
General Counsel (e-mail: ***** ), and if to Licensor at the
physical and electronic mail addresses set forth on the
signature page of this Agreement, or to such other addresses
as either party shall specify to the other. Notice by any
other means shall be deemed made when actually received by the
party to which notice is provided.
10.2 Miscellaneous Provisions. This Agreement will bind and inure
to the benefit of each party's permitted successors and
assigns. Neither party may assign this Agreement, in whole or
in part, without the other party's written consent; provided,
however, that: (i) either party may assign this Agreement
without such consent in connection with any merger,
consolidation, any sale of all or substantially all of such
party's assets or any other transaction in which more than
fifty percent (50%) of such party's voting securities are
transferred. Any attempt to assign this Agreement other than
in accordance with this provision shall be null and void. This
Agreement will be governed by and construed in accordance with
the laws of the State of California, without reference to
conflicts of laws rules, and without regard to its location of
execution or performance. If any provision of this Agreement
is found invalid or unenforceable, that provision will be
enforced to the maximum extent permissible, and the other
provisions of this Agreement will remain in force. Neither
this Agreement, nor any terms and conditions contained herein
may be construed as creating or constituting a partnership,
joint venture or agency relationship between the parties. No
failure of either party to exercise or enforce any of its
rights under this Agreement will act as a waiver of such
rights. This Agreement and its exhibits are the complete and
exclusive agreement between the parties with respect to the
subject matter hereof, superseding and replacing any and all
prior agreements, communications, and understandings, both
written and oral, regarding such subject matter. This
Agreement may only be modified, or any rights under it waived,
by a written document executed by both parties. This Agreement
may be executed in any number of counterparts,
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***** Confidential treatment has been requested for the redacted portions. The
confidential redacted portions have been filed separately with the
Securities and Exchange Commission.
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all of which taken together shall constitute a single
instrument. Execution and delivery of this Agreement may be
evidenced by facsimile transmission.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
YAHOO! INC. XXXXXXXXX.XXX
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxx
----------------------------- -------------------------------
Title: VP Title: COO
-------------------------- ----------------------------
Address: 3400 Central Expressway Address: 0 Xxxxxx Xxxxxx
----------------------- --------------------------
Xxxxx Xxxxx, XX 00000 Xxx Xxxx, XX 00000
------------------------ --------------------------
Telecopy: ***** Telecopy:
----------------------- -------------------------
E-mail: ***** E-mail: *****
------------------------- --------------------------
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***** Confidential treatment has been requested for the redacted portions. The
confidential redacted portions have been filed separately with the
Securities and Exchange Commission.
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EXHIBIT A
DEFINITIONS
"Advertising Rights" shall mean the advertising and promotional rights
sold or licensed with respect to Content Pages.
"Affiliates" shall mean any company or any other entity world-wide,
including, without limitation, corporations, partnerships, joint ventures, and
Limited Liability Companies, in which Yahoo owns at least a twenty percent
ownership, equity, or financial interest.
"Content Pages" shall mean those pages in the Yahoo Property that
contain Licensor Content and that are co-branded with both Licensor Brand
Features and Yahoo Brand Features.
"Enhancements" shall mean any updates, improvements or modifications
made to, or derivative works created from, the Licensor Content by Licensor.
"Intellectual Property Rights" shall mean all rights in and to trade
secrets, patents, copyrights, trademarks, know-how, as well as moral rights and
similar rights of any type under the laws of any governmental authority,
domestic or foreign.
"Internet" shall mean the collection of computer networks commonly
known as the Internet, and shall include, without limitation, the World Wide
Web.
"Licensor Brand Features" shall mean all trademarks, service marks,
logos and other distinctive brand features of Licensor that are used in or
relate to the Licensor Content, including, without limitation, the trademarks,
service marks and logos described in Exhibit B hereto.
"Licensor Content" shall mean, collectively, all materials, data, and
similar information collected, produced, and owned by Licensor, which is a
collection of HTML files and certain related scripts, as further described in
Exhibit B attached hereto, including, without limitation, all Enhancements.
"Yahoo Brand Features" shall mean all trademarks, service marks, logos
and other distinctive brand features of Yahoo that are used in or relate to a
Yahoo Property, including, without limitation, the trademarks, service marks and
logos described in Exhibit B.
"Yahoo Properties" shall mean any Yahoo branded or co-branded media
properties, including, without limitation, Internet guides, developed in whole
or in part by Yahoo or its Affiliates and distributed or made available by Yahoo
or its Affiliates over the Internet.
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EXHIBIT B
LICENSOR CONTENT
(1) Wrong! -- a column by Xxxxx Xxxxxx written at least once per day on
which the New York Stock Exchange is open
(2) FundWatch -- a column on mutual funds written at least once per day on
which the New York Stock Exchange is open
(3) -- a second daily mutual funds column to be agreed upon by
both parties
(4) -- a daily column by Xxxx Xxxxxx to be agreed upon by both
parties
LICENSOR BRAND FEATURES
XxxXxxxxx.xxx
XxxXxxxxx.xxx related logos
YAHOO BRAND FEATURES
Yahoo!
Yahoo related logos
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EXHIBIT C
DELIVERY AND TECHNICAL SPECIFICATIONS
A. Licensor's Responsibilities:
1 Deliver FundWatch and Wrong! columns within ***** of when they
appear on XXXXXXXXX.XXX's site.
2. Deliver the other columns specified in Exhibit B by ***** on a
daily basis for days on which the New York Stock Exchange is
open.
B. Yahoo's Responsibilities:
1. Archive no more than ***** worth of content on its site.
2. Display Licensor Content on a co-branded page with the links
specified in Exhibit D.
3. Display Licensor copyright information on story pages.
C. Format of Content Delivery: text format via email
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***** Confidential treatment has been requested for the redacted portions. The
confidential redacted portions have been filed separately with the
Securities and Exchange Commission.
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EXHIBIT D
LINKS
During the Term of this Agreement, the following links will be maintained:
LOCATION OF LINK LINK TO WHERE SPECIFICS OF LINK
---------------- ------------- -----------------
Story pages the part of the co-branded banner in
xxxx://xxx.xxxxxxxxx.xxx which XxxXxxxxx.xxx's logo
appears
bottom of story pages xxxx://xxxxxxxx.xxxxxxxxx.xxx/xx text to be provided by Licensor and
ripts/adpage/Request.d11? to be approved by Yahoo!
NewUserOffer&offer_code
=TSFree Trial
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ADDENDUM 1
TO THE CONTENT LICENSE AGREEMENT EFFECTIVE JANUARY 1, 1998
BETWEEN YAHOO! INC. AND XXXXXXXXX.XXX, L.L.C.
This Addendum No. 1 to the Content License Agreement (the "Agreement")
with an effective date of January 1, 1998, by and between Yahoo! Inc. ("Yahoo")
and XxxXxxxxx.xxx, L.L.C. ("Licensor") is made as of September 1, 1998, and
modifies certain terms of the Agreement.
The parties agree as follows:
1. Exhibit B is amended to include the following additional content:
(5) Silicon Valley -- a daily (on days on which the New
York Stock Exchange is open) column
from the "Companies" section of
Licensor's web site. On days on which
the New York Stock Exchange is open
and Licensor has no Silicon Valley
column, Licensor will deliver a Top
Stories column from the "Companies"
section of its web site.
(6) Online Brokerage -- a weekly column on the online
brokerage industry. On weeks during
which Licensor has no Online Brokerage
column, Licensor will deliver a
Silicon Saturday column from the
"Markets" section of its web site.
2. Exhibit C, Section A is amended to read as follows:
Licensor's Responsibilities:
1. Deliver Wrong! columns within ***** of when they
appear on XxxXxxxxx.xxx's site.
2. Deliver Silicon Valley and Online Brokerage columns
(or their replacements as specified in Exhibit B)
within ***** of when they appear on XxxXxxxxx.xxx's
site.
3. Deliver the other columns specified in Exhibit B at
***** they are posted on Licensor's site.
3. Except as otherwise set forth in this Addendum No. 1, the
terms of the Agree ment remain in full force and effect.
The parties have caused this Addendum No. 1 to be executed by their
duly authorized representatives as of the date first written above.
YAHOO! INC. LICENSOR
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxx
------------------------- --------------------------
Title: VP Title: COO
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***** Confidential treatment has been requested for the redacted portions. The
confidential redacted portions have been filed separately with the
Securities and Exchange Commission.
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