Exhibit 10.13
Custom Content Service Agreement with XxxxxxxxxXxxxx.Xxx, Inc.,
dated September 27, 1999
CUSTOM CONTENT SERVICE AGREEMENT
This Agreement is made on this 27th day of September, 1999 between
XxxxxxxxxXxxxx.Xxx, Inc., headquartered at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000 (the Company) and Xxxxxxxxxxxxxxxx.xxx, Inc. located at 0000 Xxxx
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 (the Client).
Definitions
"Information Service Providers" are news agencies that license and supply news
and information to the Company for distribution.
"Custom Content" is the dynamic placement of custom-tailored news and
information on the Client's web site via the Company's content engine
technology.
CUSTOM CONTENT SERVICE: The Client's web site, located at
xxx.xxxxxxxxxxxxxxxx.xxx, will receive new custom content each day in HTML
format. The Company will design and build a customized filter for the Client.
The Client acknowledges that the Company relies on the performance of
information service providers (outside the control of the Company) in order to
provide the custom content service.
TERM: The term of this Agreement is one year from September 28, 1999. This
agreement will automatically renew for successive terms of one year after the
expiration of the initial term, unless the Client or the Company terminates the
agreement in writing to the other party, with at least ninety days written
notice.
ARCHIVE: The Client has the right to archive the custom content news and
information stories on the Client's web site for thirty (30) days after
delivery. All archive rights terminate upon termination of this Agreement and
the Client will delete all custom content news and information stories on the
Client's web site, including internet, extranet and/or intranet locations.
OWNERSHIP: The Company and its information service providers retain all rights,
title and interests, including copyright, in all material (including but not
limited to text, images and other multimedia data) provided or made available as
part of the custom content service. The Company warrants that it maintains the
necessary licenses, rights and powers to distribute the custom content news and
information received from the Company's information service providers as set
forth herein and that the Company's custom content provided under this agreement
does not and will not violate any rights of third parties.
ENHANCED NEWS COVERAGE: If the Company increases the number of information
service providers after the launch date and during the effective term of this
agreement, thus increasing the breadth of news coverage available to the Client,
the Company will notify the Client and the fee schedule stated herein will be
adjusted following a review with the Client at the time of notification. Client
has the option to refuse addition(s)/increase(s) in news, content and/or
information providers(s) and/or service(s) and have the fee schedule stated in
the Agreement at the time of commencement remain the same.
SERVICE INTERRUPTION: The Client shall notify the Company of any interruption in
service. The Company will correct any service interruption within one business
day unless such delay is precipitated by a force majeure as defined herein.
WARRANTY: The service is provided on an "as is" basis, except as otherwise
provided herein. The Company and its information providers disclaim any and all
warranties, including but not limited to the implied warranties of
merchantability and fitness for a particular purpose, relating to this
agreement, the service, the custom content or performance under this agreement.
PAYMENT: The Client will pay the Company the total amount of $27,250 which is
payable: one (1) payment of $3,250 for set-up (software $2,000 + filter fee (5 x
$250.00 {plus 2 additional filters at no charge} = $3,250) and twelve (12)
monthly installments of $2,000 for service (twelve (12) monthly invoices due
upon invoicing). Monthly service permits up to 500 stories to be published per
month. Any stories published above and beyond this initial level are subject to
a per article charge of $5.00. Setup fees are payable upon remittance of signed
Agreement, but in no case
will content be delivered until setup fees are paid. Monthly content xxxxxxxx
will begin when SiteWare is delivered and operating normally on Client's side.
Term will commence on September 28, 1999.
LIMITATION OF LIABILITY: The Company and its information service providers will
not be liable to the Client or its end-users for any indirect, special,
exemplary or consequential damages, including lost profits, whether or not
foreseeable or alleged to be based on breach of warranty, contract, negligence
or strict liability, arising under this agreement or any performance under this
agreement, whether or not the Company or its information service providers had
any knowledge, actual or constructive, that such damages might be incurred.
RESTRICTIONS: The Client may not copy, re-license, re-sell, transfer, alter the
copyright or make available the custom content service to any entity other than
the Client's employees, subscribers or end-users on the Client's web site or
database.
GOVERNING LAW, JURISDICTION AND VENUE: This agreement is governed by the laws of
the State of New York without regard to principles of conflicts of laws. The
Company and the Client agree to submit to the jurisdiction of the United States
District Court for the Southern District of New York in respect of litigation
arising out of this agreement, waiving all affirmative and legal defenses in
respect of jurisdiction, forum and venue.
FORCE MAJEURE: Neither party shall be liable for any delay or failure to perform
under this Agreement if caused by conditions beyond its control but no such
event shall relieve the Client of its obligations to make payment to Company.
The affected performing party shall promptly notify the other party of the
nature and anticipated length of continuance of such force majeure. If such
failure continues for more than one month, either party may terminate this
agreement.
NOTICES: All notices under this Agreement must be made in writing and sent via
first class mail, facsimile or e-mail listed on the signature line of this
Agreement.
THE COMPANY THE CLIENT
AGREED TO BY: /s/ Xxxx Xxxxxx AGREED TO BY: /s/ Xxxxxxx Xxxxxx
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NAME/TITLE: Xxxx Xxxxxx/President NAME/TITLE: Xxxxxxx Xxxxxx
Director, Business Development
COMPANY: XxxxxxxxxXxxxx.xxx, Inc. COMPANY: Xxxxxxxxxxxxxxxx.xxx, Inc.
STREET ADDRESS 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx XXXXXX ADDRESS 0000 X. Xxxxx Xxxxxxx, Xxxxx 000
XXXX, XXXXX ZIP Xxx Xxxx, XX 00000 CITY, STATE ZIP Xxxxxxx Xxxxx, XX 00000
DATE: September 27, 1999 DATE: September 27, 1999
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