EXHIBIT 10.07
CONFIDENTIAL
================================================================================
VALUE-ADDED LINK AGREEMENT
by and between
ALTAVISTA EQUIPMENT CORPORATION
and
YUPI INTERNET INC.
================================================================================
--------------------------------------------------------------------------------
Date: July 20, 1999
--------------------------------------------------------------------------------
CONFIDENTIAL
- 2 -
ALTAVISTA VALUE ADDED LINK AGREEMENT
THIS ALTAVISTA VALUE ADDED LINK AGREEMENT (this "AGREEMENT") is entered into as
of the (the "JULY 20, 1999") by and between YUPI INTERNET, INC. "Participant')
and the ALTAVISTA COMPANY ("AltaVista").
RECITALS
Yupi operates a service on the World Wide Web that provides information to its
users via the Yupi web Properties (as hereinafter defined). AltaVista has
developed and operates the AltaVista/Trademark/ full-text World Wide Web search
engine and the AltaVista/Trademark/ index, which can currently be accessed
through http:Xxxx.xxxxxxxxx.xxx ("ALTAVISTA").
Yupi desires to incorporate and feature AltaVista as an available search engine
for its property or properties accessible on the World Wide Web. Yupi and
AltaVista desire to establish a Value -Added Link between AltaVista and such
properties that will enable a Yupi visitor to conduct World Wide Web searches
through AltaVista while remaining on the Yupi Properties.
Yupi and AltaVista agree that the following terms and conditions shall govern
the establishment, structure and operation of such a value-added Link.
1. DEFINITIONS AND TERMS
DEFINITIONS. For purposes of this Agreement, in addition to the terms defined
elsewhere in this Agreement, the following terms shall have the meanings
ascribed to them below:
1.1 "ALTAVISTA INDEX" means the World Wide Web full-text index compiled by
AltaVista using the AltaVista Search Engine, as the same is updated
from time to time by the AltaVista Search Engine and maintained on
AltaVista servers.
1.2 "YUPI PROPERTIES" means any Yupi property or properties specified in
EXHIBIT "A", including any successor properties, or additional
affiliate sites, and strategic alliance partners' sites (as long as the
partner's sites are hosted in servers owned, leased or operated by
Yupi) that are accessible over the World Wide Web by a user and that
are incorporated into the Yupi business from time to time.
1.3 "INTELLECTUAL PROPERTY RIGHTS" means trade secrets, patents,
copyrights, trademarks, trade dress, know-how and similar rights of any
type under the laws of any governmental authority including, without
limitation, all applications and registrations relating to any of the
foregoing.
1.4 "INTERFACE SPECIFICATIONS" means the detailed specifications set forth
in EXHIBIT "B" that when implemented will enable the value-added Link
(as defined below).
- 3 -
1.5 "RESULTS PAGE" means each page on any of the Yupi Properties that
contains search responses, if any, to an AltaVista search query.
1.6 "SEARCH ENGINE" means a program that crawls and indexes the text of the
World Wide Web and/or Usenet newsgroups and which index can be queried
using Boolean logic or similar query methods.
1.7 "USER" means a person who accesses any of the Yupi Proper-ties.
1.8 "VALUE-ADDED LINK" OR "VAL" shall operate as described in Section 2.
1.9 "WORLD WIDE WEB" OR "WWW" means the Internet-based distributed
information service that utilizes the hypertext transfer protocol
(http) or any successor protocol.
2. VALUE-ADDED LINK.
OPERATION OF VAL. The VAL will generally operate as follows:
2.1 The user interface of each Yupi Property that offers search
functionality to Users will be designed so that it identifies AltaVista
as an available search engine (as set forth in Section 3, below) and
gives the User the option of using AltaVista to conduct a search;
2.2 When Yupi initiates a query to AltaVista, using the VAL interface, the
query will be transmitted to the AltaVista Index, where it will be
processed, and the results (if any) will be sent using the VAL
interface to the Yupi Property;
2.3 Yupi will format the results from the AltaVista search in a Results
Page and will be able to incorporate advertising and other messaging
into this Results Page. Each Results Page will contain an attribution
to AltaVista; and an html link to the AltaVista site. This attribution
will be placed above the fold.
2.4 The search process will not remove the User from the Yupi Properties on
which the User initiated the search.
3. RESPONSIBILITIES AND RIGHTS OF THE PARTIES.
3.1 INTERFACE SPECIFICATIONS. Promptly following the Effective Date,
AltaVista shall provide to Yupi the Interface Specifications to allow
Yupi to establish the VAL with the AltaVista Index for full text
search.
3.2 ENGINEERING CHANGES. AltaVista hereby grants Yupi a non-exclusive
license to utilize the Interface Specifications solely for the purpose
of implementing engineering changes in Yupis source code or object code
necessary to install and support the VAL.
- 4 -
3.3 ALTAVISTA AS AVAILABLE SEARCH ENGINE. Yupi is permitted under this
Agreement to establish AltaVista as an available search engine for Yupi
Properties. In this regard, Yupi shall, at a minimum, include a
reference, to be provided to Yupi by AltaVista, in accordance with
EXHIBIT "C," to the AltaVista search functionality, E.G., "Powered by
AltaVista," prominently on each page that references AltaVista or makes
use of its WWW search functionality of each of the Yupi Properties,
which prominence and size shall be commensurate with the prominence
provided to the search engine service within the context of a web page.
If Yupi does not implement the VAL and does not establish AltaVista as
an available search engine for its Properties, Yupi shall have no right
to use the AltaVista name or trademarks pursuant to the license granted
in Section 6 herein.
3.4 INTERFACE DESIGN AND RESULTS PAGES. Yupi shall use the mutually agreed
upon design set forth in EXHIBIT "C" for each user interface from which
the VAL can be accessed by Yupi users and the related search query
page(s). Upon written notice to Yupi, AltaVista may from time to time
modify such attribution or request that it be removed and Yupi shall
promptly implement all such modifications, or remove such attributions,
as the case may be. Yupi shall ensure that the user interface provides
Users with access to the AltaVista web pages which contain all legal
notices and disclaimers provided by AltaVista. Yupi shall have the
right to translate any information of the interface, search results,
and other result or legal notice information relating to this Agreement
to conform it to Yupi's user base.
3.5 SUPPORT. Yupi shall be solely responsible for providing support to Yupi
`s affiliates and users. AltaVista shall provide all support necessary
to install and maintain the VAL, to assure reasonably uninterrupted
availability of the AltaVista search engine and to provide timely
results to Yupi Users using AltaVista to conduct a search.
4. PAYMENT.
4.1 PAYMENT SCHEDULE. In consideration for the VAL to the AltaVista Index,
each calendar month during the term of this Agreement Yupi shall owe
AltaVista the applicable CPM rate for every [CONFIDENTIAL TREATMENT
REQUESTED]/*/ viewed by Yupi Users in response to AltaVista queries
from the Yupi Properties. The parties reserve the right to negotiate a
new CPM rate and apply a new rate for each renewal term.
4.2 VAL PRICING
Xxxx.xxx will pay AltaVista an amount equal to $ [CONFIDENTIAL TREATMENT
REQUESTED]/*/ per quarter or an amount based on the following CPM chart -
whichever amount is the greater:
Monthly number of page views Applicable CPM*
[CONFIDENTIAL TREATMENT REQUESTED]/*/ $ [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ $ [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ $ [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ $ [CONFIDENTIAL TREATMENT REQUESTED]/*/
--------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 5 -
[CONFIDENTIAL TREATMENT REQUESTED]/*/ $ [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/ $ [CONFIDENTIAL TREATMENT REQUESTED]/*/
4.3 In addition there is an AltaVista Support fee of [CONFIDENTIAL
TREATMENT REQUESTED]/*/ per AltaVista quarter.
4.4 PAYMENTS AND REPORTS. Yupi shall pay AltaVista the applicable amount
for the monthly traffic multiplied by the corresponding CPM rate above
for a given month based on the number of Results Pages viewed by Yupi
Users for that month. For each month and accompanying each payment,
Yupi shall prepare and provide to AltaVista a report setting forth in
reasonable detail the number of Results Pages viewed for the month with
such supporting detail as AltaVista may reasonably request to confirm
the accuracy of such number.
4.5 MANNER OF PAYMENT. All payments due to AltaVista by Yupi hereunder
shall be payable in U.S. Dollars by check or wire transfer to such U.S.
bank account as AltaVista shall notify Yupi in writing no later than
five (5) days before the date on which such payment is due.
4.6 LATE FEE. If after receipt of notice and ten (10) days opportunity to
cure, Yupi fails to pay amounts due and payable, Yupi shall pay
AltaVista a late payment charge of one and one-half percent (1.5%) per
month, but not in excess of the lawful maximum, on any past due
balance.
5. PROPRIETARY RIGHTS.
5.1 ALTAVISTA. As between AltaVista and Yupi, AltaVista shall own all
right, title and interest in and to AltaVista, including but not
limited to the Interface Specifications, and the Intellectual Property
Rights embodied therein. Except as expressly granted in this Agreement,
nothing herein grants or shall be construed as granting Yupi any
licenses or other rights, whether express or implied or otherwise, in,
to or under AltaVista, including but not limited to the Interface
Specifications, or any Intellectual Property Rights embodied therein.
5.2 YUPI. Subject to AltaVista's underlying ownership interests set forth
in Section 5. 1, as between Yupi and AltaVista, Yupi shall own all
right, title and interest in and to the Yupi Properties.
6. TRADEMARKS.
6.1 ALTAVISTA MARKS. AltaVista hereby grants to Yupi a non-exclusive and
limited license to use the AltaVista tradenames, logos and other
AltaVista trademarks and service marks as set forth on EXHIBIT "F-I"
hereto (the "ALTA VISTA MARKS") solely in connection with Yupi's
advertising, marketing, promotion, display and distribution of the VAL.
It is understood that the use of the AltaVista Marks in the Yupi
promotional materials is subject to approval, which shall not be
unreasonably withheld, and any promotional
--------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 6 -
materials which are delivered to AltaVista with no response within 10
days of receipt shall be deemed approved. Any materials previously
approved by AltaVista or any portions thereof may be continued to be
used by Yupi without substantially altering the format, unless Yupi
receives written notice to the contrary. Yupi's use shall be in
accordance with AltaVista's policies regarding advertising and
trademark usage as established from time to time by AltaVista. Yupi
shall have no right to use the AltaVista Marks for any purpose without
AltaVista's prior written consent, other than in connection with its
advertising, marketing, promotion, display and distribution of the VAL.
Yupi agrees to cooperate with AltaVista in facilitating AltaVista's
monitoring and control of the nature and quality of products and
services bearing the AltaVista Marks and to supply AltaVista with
specimens of Yupi's use of the AltaVista Marks upon request. In the
event that AltaVista determines that Yupi's use of the AltaVista Marks,
or the service in connection which such Marks are used, is inconsistent
with AltaVista's quality standards, then upon AltaVista's written
request, Yupi shall within a reasonable period thereafter conform such
use or service to AltaVista's standards. If Yupi fails to conform such
use or service, AltaVista shall have the right to suspend such use of
the AltaVista Marks.
6.2 YUPI MARKS. Yupi hereby grants to AltaVista a non-exclusive license to
use the Yupi tradenames, logos and other Yupi trademarks and service
marks as set forth on Exhibit "F-2" hereto (the "Participant" Marks) in
connection with AltaVista's advertising, marketing, promotion and
distribution of AltaVista in general, including but not limited to the
VAL. AltaVista use shall be in accordance with Participants policies
regarding advertising and trademark usage as established from time to
time by Yupi. AltaVista agrees to cooperate with Yupi in facilitating
Yupi's monitoring and control of the nature and quality of products and
services bearing the Yupi Marks, and to supply Yupi with specimens of
AltaVista's use of the Yupi Marks upon request. In the event that Yupi
determines that AltaVista's use of the Yupi Marks is inconsistent with
Yupi's quality standards, then upon Yupi's written request, AltaVista
shall within a reasonable period thereafter conform such use or
services to Yupi's standards. If AltaVista fails to conform such use or
services, Yupi shall have the right to suspend such use of the Yupi's
Marks.
6.3 YUPI ACKNOWLEDGMENT. Yupi acknowledges that the AltaVista Marks are
trademarks and service marks of AltaVista. Yupi understands and agrees
that the use of any AltaVista Xxxx in connection with this Agreement
shall not create any right, title or interest, in or to the use of the
AltaVista Xxxx and that all such use and goodwill associated with the
AltaVista Xxxx will inure to the benefit of AltaVista.
6.4 ALTAVISTA ACKNOWLEDGMENT. AltaVista acknowledges that the Yupi Marks
are trademarks and service marks of Yupi. AltaVista understands and
agrees that the use of any Yupi Xxxx in connection with this Agreement
shall not create any right, title or interest, in or to the use of the
Yupi Xxxx and that all such use and goodwill associated with the Yupi
Xxxx will inure to the benefit of Yupi.
7. CONFIDENTIALITY.
- 7 -
7.1 THE INTERFACE SPECIFICATIONS AND THE YUPI TRAFFIC REPORTS. Yupi hereby
agrees to maintain in confidence the Interface Specifications and any
portions thereof, and not to use the Interface Specifications for any
purpose other than the purposes specified in this Agreement. Yupi
agrees to disclose the Interface Specifications only to those employees
with a need to know such information for the purposes specified in this
Agreement and not to disclose the Interface Specifications to any third
party. Yupi agrees not to copy the Interface Specifications, except as
reasonably required to accomplish the purposes of this Agreement. Upon
expiration or termination, Yupi's right to use the Interface
Specification, as granted in this Agreement, shall immediately
terminate and Yupi shall return promptly to AltaVista or destroy, at
AltaVista's option, all materials that disclose the Interface
Specification. AltaVista hereby agrees to maintain in confidence the
traffic, monthly and any other reports provided by Yupi to AltaVista
("Reports") or any portions thereof, and not to use the Reports for any
purpose other than the purposes specified in this Agreement. AltaVista
agrees to disclose the Reports only to those employees with a need to
know such information for the purposes specified in this Agreement and
not to disclose the Reports to any third party unless is on an
aggregated basis without specifically identifying the individual
information of Yupi. These are all electronic reports that do not
identify a specific partner. Upon expiration or termination,
AltaVista's right to use the Reports, as granted in this Agreement,
shall immediately terminate and AltaVista shall return promptly to Yupi
or destroy, at Yupi's option, all materials that disclose the Reports
other than records needed for accounting purposes. The invoice
reporting will be maintained in AltaVista records for the required time
under accounting and SEC regulations. The restrictions set forth in
this Section do not apply to any information that is or becomes
generally available to the public or any information independently
developed or properly obtained from an independent source.
7.2 OTHER CONFIDENTIAL INFORMATION. Except, as set forth in Section 7.1
above, nothing in this Agreement shall be deemed to impose any express
or implied confidentiality restrictions or obligations on either party.
In the event that either party wishes to disclose confidential
information (other than the Interface Specifications as specified in
Section 6.1 herein) to the other party, that party shall notify the
other of its desire to do so and specify the information to be
disclosed. In the event that the other party wishes to receive such
information, the parties shall enter a separately executed
nondisclosure agreement.
8 DISCLAIMER OF WARRANTIES.
Yupi hereby acknowledges and agrees that the VAL and access to the AltaVista
index are being licensed to Yupi "as is, with all faults," and that AltaVista
makes no representations or warranties, express or implied, as to the
usefulness, accuracy, completeness, feasibility, reliability or effectiveness of
the VAL, the AltaVista search engine or the AltaVista index, or that the VAL or
the AltaVista index will meet the objectives or needs of Yupi or any third
party, that the operation of the VAL or the AltaVista index will be
uninterrupted or effort-free, or that defects in the VAL or any AltaVista index
have been or will be corrected. In particular, and without limiting the
- 8 -
foregoing, AltaVista makes no representations as to the completeness of search
results obtained by using the AltaVista index. Without limiting the foregoing,
AltaVista hereby disclaims all warranties of merchantability and fitness for a
particular purpose in connection with the VAL and the AltaVista index. In no
event shall AltaVista be liable to Yupi for any failure, disruption, downtime,
interruption, miscalculation, incorrect linkage, delay, inaccuracy or other
nonperformance of the VAL or the AltaVista index.
9. LIMITATION OF LIABILITY.
In no event shall a party to this agreement be liable for any special, indirect,
incidental or consequential damages, including, without limitation, for lost
profits, in any way arising out of or relating to this agreement, even in the
event such party has been advised as to the possibility of such damages.
10. YUPI REPRESENTATIONS AND WARRANTIES.
10.1 Yupi hereby represents and warrants to AltaVista that as of the
Effective Date:
(a) Yupi has the full corporate right, power and authority to enter
into this Agreement and to perform the acts required of it hereunder;
(b) The execution of this Agreement by Yupi, and the performance by
Yupi of its obligations and duties hereunder, do not and will not violate any
agreement to which Yupi is a party or by which it is otherwise bound;
(c) Yupi acknowledges that AltaVista makes no representations,
warranties or agreements related to the subject matter hereof that are not
expressly provided for in this Agreement.
10.2 AltaVista hereby represents and warrants to Yupi that as of the
Effective Date
(a) AltaVista has the full corporate right, power and authority to
enter into this Agreement and to perform the acts required of it hereunder;
(b) The execution of this Agreement by AltaVista, and the performance
by AltaVista of its obligations and duties hereunder, do not and will not
violate any agreement to which AltaVista is a party or by which it is otherwise
bound;
(c) AltaVista acknowledges that Yupi makes no representations,
warranties or agreements related to the subject matter hereof that are not
expressly provided for in this Agreement.
11. TERM AND TERMINATION.
- 9 -
11.1 TERM. This Agreement shall become effective on the Effective Date and
shall continue in full force and effect until two year after the Effective Date,
unless earlier terminated in accordance with this Agreement. Thereafter, this
Agreement will automatically renew on a year-to-year basis unless either party
objects to such renewal in writing within thirty (30) days prior to the
applicable renewal date
11.2 EVENTS OF TERMINATION. This Agreement shall be subject to termination
upon the occurrence of the following events:
(a) if either party hereto defaults on any of its material obligations,
representations or warranties under this Agreement, the non-defaulting party
shall have the right, exercisable in its sole discretion, to terminate this
Agreement by written notice describing with reasonable specificity the nature of
the default and requesting that it be cured, unless within thirty (30) calendar
days after written notice of such default the defaulting party remedies the
default;
(b) if (a) either party files a petition for bankruptcy or is
adjudicated a bankrupt; (b) a petition in bankruptcy is filed against either
party; (c) either party makes an assignment for the benefit of its creditors or
an arrangement for its creditors pursuant to any bankruptcy law; (d) either
party discontinues its business; or (e) a receiver is appointed for either party
or its business, then the other party shall have the right to terminate this
agreement immediately upon written notice.
(c) if Yupi or AltaVista elect to terminate the agreement by giving the
other party at least 30 days prior written notice upon the occurrence of a
Change of Control. For purposes of this Agreement, "Change of Control" shall be
defined as a transfer, sale, conveyance or assignment of more than 50% of the
shares, voting rights, beneficial interest or control of a party.
11.3 EFFECT OF TERMINATION.
(a) Termination of this Agreement by either party hereto shall not act
as a waiver of any breach of this Agreement and shall not act as a release of
either party hereto from any liability for breach of such party's obligations
under this Agreement.
(b) Within forty-five (45) calendar days of the expiration or
termination of this Agreement, the parties shall pay to the other party all
sums, if any, due and owing as of the date of expiration or termination.
11.4 SURVIVAL. The respective rights and obligations of Alta Vista and Yupi
under the provisions of Sections 5, 6.3, 6.4, 7, 8, 9, 10, 11, and 12 hereof
shall survive expiration or termination of this Agreement.
12. MISCELLANEOUS.
- 10 -
12.1 NO JOINT VENTURE. The sole relationship between the parties shall be
that of licensor and licensee. The parties are independent contractors and
neither is the agent of the other. Each party shall be solely responsible for
the actions of all their respective employees, agents and representatives.
12.2 GOVERNING LAW. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida, without regard to the
principles of conflicts of laws, and with the same force and effect as if fully
executed and performed therein, and the laws of the United States of America.
12.3 REMEDIES CUMULATIVE. Except as otherwise expressly specified herein,
the rights and remedies granted to each party under this Agreement are
cumulative and in addition to, and not in lieu of, any other rights or remedies
that such party may possess at law or in equity.
12.4 AMENDMENT OR MODIFICATION. This Agreement may not be amended, modified
or supplemented by the parties in any manner, except by an instrument in writing
signed on behalf of each of the parties by a duly authorized officer or
representative.
12.5 NO ASSIGNMENT. Neither party shall transfer or assign any rights or
delegate any obligations hereunder, in whole or in part, whether voluntarily or
by operation of law, without the prior written consent of the other party. Any
purported transfer, assignment or delegation by either party without the
appropriate prior written approval shall be null and void and of no force or
effect. Notwithstanding the foregoing, without securing such prior consent,
either party shall have the right to assign this Agreement and the obligations
hereunder to any successor of such party by way of merger, consolidation,
reorganization or the acquisition of substantially all of the business and
assets of the assigning party relating to the Agreement.
12.6 NOTICES. All notices, requests, demands or other communications under
this Agreement shall be in writing and may be sent by mail, facsimile, or an
authorized electronic address to the addressee and offices specified below.
Either party may change its address for purposes hereof upon prior notice to the
other party. Notices hereunder shall be directed:
If to YUPI, to:
Xxxxx Xxxx, CEO
Xxxx.xxx
000 Xxxxxxx Xxxx, 0xx xxxxx
Xxxxx Xxxxx, XX 00000
With a copy to:
Xxxxx Xxxxxxx
Bentata Hoet & Associates
000 XX, 0xx Xx., 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
- 11 -
If to AltaVista, to:
Xxxxxx Xxxxxxxxxxx
Vice President
AltaVista Search Services
The AltaVista Company
0000 X. Xxxxx Xx.
Xxx Xxxxx, XX. 00000
12.7 ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) represents the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and/or contemporaneous agreements
and understandings, written or oral between the parties with respect to the
subject matter hereof.
12.8 WAIVER. Any of the provisions of this Agreement may be waived by the
party entitled to the benefit thereof. Neither party shall be deemed, by any act
or omission, to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by the waiving party, and then only to the
extent specifically set forth in such writing. A waiver with reference to one
event shall not be construed as continuing or as a bar to or waiver of any right
or remedy as to a subsequent event.
12.9 NO THIRD PARTY BENEFICIARIES. Nothing express or implied in this
Agreement is intended to confer, nor shall anything herein confer, upon any
person other than the parties and the respective successors or assigns of the
parties, any rights, remedies, obligations or liabilities whatsoever.
12.10 SEVERABILITY. If the application of any provision or provisions of this
Agreement to any particular facts of circumstances shall be held to be invalid
or unenforceable by any court of competent jurisdiction, then: (i) the validity
and enforceability of such provision or provisions as applied to any other
particular facts or circumstances and the validity of other provisions of this
Agreement shall not in any way be affected or impaired thereby; and (ii) such
provision or provisions shall be reformed without further action by the parties
hereto and only to the extent necessary to make such provision or provisions
valid and enforceable when applied to such particular facts and circumstances.
12.11 COUNTERPARTS; FACSIMILES. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one and the same
instrument. Each party shall receive a duplicate original of the counterpart
copy or copies executed by it. For purposes hereof, a facsimile copy of this
Agreement, including the signature pages hereto, shall be deemed to be an
original. Notwithstanding the foregoing, the parties shall each deliver original
execution copies of this Agreement to one another as soon as practicable
following execution thereof.
IN WITNESS WHEREOF, the parties to this Agreement by their duly authorized
representatives have executed this Agreement as of the date first above written.
- 12 -
FOR ALTAVISTA COMPANY FOR YUPI INTERNET, INC.:
By: /S/ XXXX LOS By: /S/ XXXXX X. XXXX
-------------------------- -----------------------------
Name: XXXX LOS Name: XXXXX X. XXXX
Title: Title: CEO
EXHIBIT A
TO
VALUE-ADDED LINK AGREEMENT
DESCRIPTION OF YUPI PROPERTIES
XXX.XXXX.XXX
XXX.XXXXXXXXXXXX.XXX
XXX.XXXXXXXXX.XXX
XXX.XXXXXXX.XXX
[SUBJECT TO INCLUSION OF
ADDITIONAL PROPERTIES AND/OR
ALTERATION TO SITES LISTED ABOVE]
- 14 -
EXHIBIT "B"
TO
VALUE-ADDED LINK AGREEMENT
INTERFACE SPECIFICATIONS
[CONFIDENTIAL TREATMENT REQUESTED]/*/
--------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 15 -
[CONFIDENTIAL TREATMENT REQUESTED]/*/
--------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 16 -
[CONFIDENTIAL TREATMENT REQUESTED]/*/
--------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 17 -
[CONFIDENTIAL TREATMENT REQUESTED]/*/
--------------------
/*/[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 18 -
EXHIBIT "C"
TO
VALUE-ADDED LINK AGREEMENT
FORM OF USER INTERFACE DESIGN
[contains picture of Yupi Internet Inc.'s homepage]
- 19 -
EXHIBIT "D"
TO
VALUE-ADDED LINK AGREEMENT
FORM OF ALTAVISTA ATTRIBUTION
[picture of AltaVista Equipment Corporation's logo]
- 20 -
EXHIBIT "F-1"
TO
VALUE-ADDED LINK AGREEMENT
ALTAVISTA TRADEMARK USAGE GUIDELINES
GUIDELINES FOR USE OF ALTAVISTA/Trademark/ LOGO AND WORD MARKS
SUMMARY
AltaVista's AltaVista/trademark/ marks are of great importance in helping the
company compete in the highly competitive computer industry. AltaVista's legal
rights in the marks can be defended only if they are consistently used correctly
in all forms of media. Therefore, it is critical that all licensees familiarize
themselves with and abide the following rules of trademark use.
ALTAVISTA TRADEMARK USAGE GUIDELINES
1. Trademarks must be used as adjectives, not nouns. Always follow the
xxxx with the common generic (dictionary name) for the product.
Correct: AltaVista Search, AltaVista Software
2. Always distinguish a trademark from surrounding text. Methods of
distinguishing a xxxx include printing it in CAPITALS, ITALICIZED
TEXT, using BOLD FACED TEXT, Initial Capitalization or by putting
xxxx in "quotation marks".
3. Never use the AltaVista trademark as a verb
4. Never use the AltaVista trademark in plural form.
5. Do not hyphenate or dissect the AltaVista trademark
Incorrect: Alta Vista
Incorrect: Alta-Vista
6. Do not combine the AltaVista xxxx with other trademarks or other
words to form new trademarks.
7. The graphic design of the AltaVista logo must be adhered to strictly.
Approved artwork must be used and the design cannot be altered in any
way. The AltaVista logo must stand alone. It cannot be combined with
other marks and cannot be used in text.
8. The trademark symbol. "TM", must appear on the upper right shoulder
of the AltaVista logo and AltaVista word xxxx on both the first use
of the xxxx and on the most prominent use of the xxxx.
9. This following phrase must be centered at the bottom of the AltaVista
Search results page: "AltaVista/trademark/ Search from
AltaVista/trademark/ Used under license."
10. From time to time during the Term, AltaVista may modify the written
guidelines for the size, typeface, colors and other graphic
characteristics of the AltaVista logo and word marks, which upon
delivery to YUPI shall be deemed to be incorporated into the
"Guidelines for use of AltaVista Logo and Word Xxxx" document under
this Agreement.
11. These guidelines may be modified at any time, by AltaVista upon
written notice to YUPI.
- 21 -
AltaVista Logo Usage Guidelines
Complete artwork files are available on write-locked, read-only
electronic media. This artwork may not be edited or modified in any way
by YUPI.
Color Palettes
The AltaVista logos must be rendered in three colors for graphics arts
reproduction. The color palette is:
. AltaVista Dark Blue (Pantone 288C)
. AltaVista Medium Blue (Pantone 286C)
. AltaVista Ice Blue (Pantone 630C)
. OnSite Red (Pantone 1655)
. Search Gold (Pantone 604)
- 22 -
EXHIBIT "F-2"
TO
VALUE-ADDED LINK AGREEMENT
YUPI TRADEMARK USAGE GUIDELINES
THE FOLLOWING LOGOS ARE THE ONLY LOGOS AND DESIGNS
BEARING THE "YUPI" TRADEMARK, WHICH MAY BE USED BY
ALTAVISTA IN ACCORDANCE WITH THIS AGREEMENT:
ATTACHED ON FOLLOWING PAGE
THE LOGO MUST BE USED IN ITS ENTIRETY AND MAY NOT BE
ALTERED, MODIFIED, REDUCED, IN WHOLE OR IN PART IN ANY
WAY. THE SYMBOL (C) MUST ALWAYS BE PART OF THE LOGO
EVERY REFERENCE TO THE WORD "YUPI" SHALL BE FOLLOWED BY A
"TM" SYMBOL.
