Internet Site Agreement
1. TERM
The Agreement will take effect on the Effective Date on the last page of this
Agreement, and, unless terminated earlier as permitted hereunder, will terminate
on the first anniversary hereof (the "Term").
2. REUTERS SERVICES
2.1 Provision of Services. Reuters will provide Distributor with access to the
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Reuters Services in accordance with all of the terms and conditions of this
Agreement. The text and data contained in the Reuters Services, and any portion
thereof, shall hereinafter be referred to, individually and collectively, as the
"Reuters Content". Reuters will provide the Reuters Content to Distributor via
file transfer protocol.
2.2 Withdrawal of Service. Reuters may cancel all or part of any Reuters Service
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if: (a) the Reuters Service becomes the subject of a claim that such service
infringes the rights of any third person or that Reuters otherwise does not have
the right to permit others to use it; (b) the Reuters Service becomes illegal or
contrary to any applicable law or regulation; or (c) Reuters for any reason
discontinues the Reuters Service (or part thereof) as a Reuters product
offering. If Reuters cancels all or part of any Reuters Service, Reuters only
obligations to Distributor will be to notify Distributor reasonably promptly (in
the case of subsection (c) above, not less than 30 days in advance) and to
refund, pro rata, any fees paid in advance for the affected Reuters Service.
Except as set forth in this subsection, such cancellation shall not give rise to
a right of Distributor to cancel the affected Reuters Service or terminate the
Agreement. In the event, pursuant to this subsection Reuters cancels: (a) a
whole Reuters Service, Distributor may terminate this Agreement if Distributor
is receiving only one Reuters Service at the time; (b) part of a Reuters
Service, Distributor may cancel the affected Reuters Service if Reuters
cancellation substantially frustrates Distributor's purpose in subscribing to
such service. In each case, Distributor shall pay any fees and charges due at
the time of termination.
3. USE OF REUTERS CONTENT
3.1 License. Reuters hereby grants to Distributor during the Term the
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non-exclusive, non-transferable, non-sublicensable right, subject to the terms
and conditions of this Agreement, to distribute the Reuters Content solely by
displaying it on Distributor's Internet Service, and to make such internal
copies as are necessary to create that display. Except as set forth herein, no
other use, copying, display or distribution, in any form, of the Reuters
Content, in whole or in part, by Distributor is permitted without the prior
written consent of Reuters.
3.2 Limitations and Restrictions. Unless otherwise stated in this Agreement,
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Distributor shall display the Reuters Content verbatim as received and may not
edit, modify or translate the Reuters Content in any way; provided that
Distributor shall be permitted to: (a) modify the layout of the Reuters Content
to fit within the layout of Distributor's Internet Service; and (b) extract
headlines from the Reuters Content for display in accordance with Sec. 3.1
hereof, provided that each such headline shall contain a hypertext link to the
corresponding story as displayed on Distributor's Internet Service. Distributor
shall not re-write or otherwise use any portion of the Reuters Content to create
original content for publication. The rights granted to
Distributor herein shall be subject to the additional limitations and
restrictions, if any, specified in this Agreement.
3.3 Editorial Control. Reuters reserves to itself complete editorial freedom in
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the form and content of the Reuters Content and may alter the same from time to
time, such alterations including retracting and canceling stories (which, for
clarity, shall not constitute a cancellation of part of a Reuters Service as
described in Sec. 2.2 hereof) and publishing corrections. Distributor shall
comply with any editorial codes contained in the Reuters Content, including
mandatory delay codes, or any other reasonable limitations or restrictions
placed by Reuters or its third party content providers on the use, display or
distribution of any Reuters Content, provided Distributor is informed of the
meaning of any such codes and is given reasonably sufficient time to comply
therewith. Reuters shall inform Distributor of the meaning of any such codes.
3.4 Release of Content. Distributor will display Reuters Content promptly after
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the later of (a) the time the Reuters Content is received at Distributor's
Installation Address; or (b) the end of any applicable delay period. In no
event may Distributor display Reuters Content received more than 24 hours
earlier in any section entitled "Today's News", "Current", or any title of
similar import.
3.5 Storage. Distributor may not store or authorize any person to store the
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Reuters Content in any medium for more than ten (10) days without the prior
written consent of Reuters. Distributor acknowledges that Reuters may impose
additional fees if it grants permission to extend such storage period.
4. CREDIT AND BRANDING
4.1 Notices. Distributor will not remove or conceal any copyright or other
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proprietary notice or any credit--line or date-line included in the Reuters
Services. Distributor will insert on any page that contains any Reuters
Content, and in close proximity to the Reuters Content, the following notice:
"Copyright [insert current year] Reuters Limited. Click Here for Limitations
and Restrictions on Use." Such notice (and any "Teaser Notice" as set forth
below) shall contain a hypertext link to the following notice, which shall
appear in a legal notice area on Distributor's Internet Service: "Reuters
content is the intellectual property of Reuters Limited. Any copying,
republication or redistribution of Reuters content, including by caching,
framing or similar means, is expressly prohibited without the prior written
consent of Reuters. Reuters shall not be liable for any errors or delays in
content, or for any actions taken in reliance thereon." Reuters reserves the
right to alter these notices from time to time. Notwithstanding the foregoing,
if the only Reuters Content on a page is three or fewer headlines per Reuters
Service, Distributor shall be permitted to substitute "Reuters Health
Headlines", or a similar Reuters identifier mutually agreed by the parties
("Teaser Notice"), for the copyright notice first set forth above.
4.2 Branding. Reuters will provide Distributor with a graphics file containing
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the Reuters logo ("Logo"). Distributor shall insert the Logo at the top of any
page containing any Reuters Content, except a page whose only Reuters Content is
three or fewer headlines per Reuters Service, in a size not smaller than 200 X
44 pixels square. Reuters reserves the right, with reasonable prior notice, to
replace this Logo with another graphic of similar size identifying the Reuters
Services.
4.3 Use of Reuters Marks. Except as specifically authorized in this Section,
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Distributor shall not use the Reuters name or any Reuters trademarks without
Reuters prior written consent. Distributor may not make any statement (whether
oral or in writing) in any external advertising, marketing or promotion
materials regarding Reuters or the Reuters Services without the prior written
consent of Reuters, provided that materials that are substantially identical to
those previously approved need not be submitted for re-approval.
4.4 Linking and Framing. Distributor may not solicit or encourage other internet
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sites or on-line services to frame, or hypertext link directly to, the Reuters
Content on Distributor's Internet Service without the prior written consent of
Reuters. To the extent technologically feasible and commercially reasonable,
Distributor shall not permit any third party internet site or on-line service to
frame Distributor's Internet Service such that any Reuters Content appears on
the same screen as such third party's internet site or on-line service. To the
extent that it is not technologically feasible or commercially reasonable to
prevent such framing, upon Reuters request and at Reuters expense, Distributor
shall cooperate with Reuters in causing such third party to cease and desist
from such framing.
4.5 No Co-Branding. Distributor may not co-brand pages containing any Reuters
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Content. For purposes of this subsection, to "co-brand" means to display the
name, logo, trademark or other identifier of another entity (except for Reuters
or Distributor) in such a manner as to give the viewer the impression that such
other entity is a publisher or distributor of the Reuters Content. This section
is not intended to prohibit conventional advertising or sponsorships that do not
create such impression.
4.6 Misleading Advertising. Distributor will not include any advertising on
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pages containing Reuters Content that falsely imply that the advertiser is
associated with Reuters or the Reuters Content.
5. INTELLECTUAL PROPERTY
5.1 Rights of Reuters. The Reuters Services and Reuters name and trademarks are
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the valuable intellectual property of Reuters Limited. All rights with respect
to the Reuters Services and Reuters name and trademarks, whether now existing or
which may hereafter come into existence, which are not expressly granted to
Distributor herein are reserved to Reuters Limited. Any goodwill generated
through Distributor's use of the Reuters name and trademarks shall inure solely
to the benefit of Reuters Limited.
5.2 Distributor's Obligations. Distributor will promptly notify Reuters of any
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infringement or threatened infringement of any right of Reuters of which
Distributor becomes aware and will provide reasonable assistance to Reuters, at
Reuters expense, in connection therewith.
6. FEES/ROYALTIES
6.1 Monthly Fees. In consideration of the rights granted to Distributor in this
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Agreement, Distributor will pay Reuters all fees and royalties set forth in
Schedule 2 hereto ("Fees"). All Fees shall be paid within 30 days of receipt of
an invoice for the same from Reuters.
6.2 Late Payments. All amounts owed hereunder not paid when due and payable
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will bear interest from the date such amounts are due and payable at the greater
of (a) 1.5 percent per month and (b) the maximum allowable rate of interest in
the State of New York for transactions between sophisticated commercial
entities.
7. CONFIDENTIALITY
7.1 Definition. "Confidential Information" means any information regarding the
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terms of this Agreement and any information, in whatever form, regarding the
business or operations of Reuters or Distributor that the disclosing party
designates as confidential at the time of disclosure; provided that Confidential
Information shall not include information which: (a) at or prior to the time of
disclosure by the disclosing party was known to the receiving party through
lawful means; (b) at or after the time of disclosure by the disclosing party
becomes generally available to the public through no act or omission on the
receiving party's part; (c) is developed by the receiving party independent of
any Confidential Information it receives from the disclosing party; or (d) the
receiving party receives from a third person free to make such disclosure
without breach of any legal obligation.
7.2 Obligations. The receiving party acknowledges the confidential nature of
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the disclosing party's Confidential Information and agrees that it shall not
disclose the disclosing party's Confidential Information to any other person, or
use any Confidential Information for any purpose other than as contemplated
hereby, without the prior written consent of the disclosing party. Each party
hereto agrees to take reasonable precautions (no less rigorous than the
receiving party takes with respect to its own comparable Confidential
Information) to prevent unauthorized or inadvertent disclosure of the other
party's Confidential Information. Notwithstanding the foregoing, a receiving
party may disclose Confidential Information of a disclosing party pursuant to
any statute, regulation, order, subpoena or document discovery request, provided
that prior written notice of such disclosure is furnished to the disclosing
party as soon as practicable in order to afford the disclosing party an
opportunity to seek, at its own expense, a protective order (it being agreed
that if the disclosing party is unable to obtain or does not seek a protective
order and the receiving party is legally compelled to disclose such information,
disclosure of such information may be made without liability).
8. LIMITATION OF LIABILITY
8.1 Acts of God. Neither party will be liable for any failure to perform any
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obligation hereunder, or from any delay in the performance thereof, due to
causes beyond its control, including industrial disputes of whatever nature,
acts of God, public enemy, acts of government, failure of telecommunications,
fire or other casualty. Notwithstanding the foregoing, in the event that due to
any of the causes contemplated herein there is an interruption in the Reuters
Services in excess of 24 hours, Distributor shall receive a refund of pre-paid
fees in an amount proportional to the reduction of Reuters Services due to such
delay or interruption. Furthermore, if such interruption continues for 15
consecutive days, Distributor shall have the right to terminate this Agreement
immediately upon written notice to Reuters.
8.2 Special Damages. Under no circumstances will either party be liable for any
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indirect, incidental, special or consequential damages with respect to the
subject matter hereof, including lost profits, regardless of whether such
damages could have been foreseen or prevented by either party.
8.3 Aggregate Liability. Except for the parties' obligations under Section 10,
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in no event will the aggregate liability of either party to the other party or
to any third party for damages, direct or otherwise, arising out of or in
connection with this Agreement exceed the total value of the Fees payable to
Reuters during the Term regardless of the cause or form of action; provided,
however, that the foregoing I imitation on liability shall not apply to any
violation by Distributor of the provisions of Sections 3.1, 3.2, 3.5 and 7
hereof.
9. REPRESENTATIONS AND WARRANTIES
9.1 General. Each party hereto represents and warrants that: (a) it has the
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full right and power to enter into and fully perform this Agreement in
accordance with its terms; and (b) the execution, delivery and performance of
this Agreement will not violate rights granted by such party to any third party
or violate the provisions of any agreement to which it is a party.
9.2 EXCLUSION OF WARRANTIES. REUTERS SHALL NOT BE LIABLE FOR ANY DAMAGES
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SUFFERED OR INCURRED BY DISTRIBUTOR OR ANY THIRD PERSON ARISING OUT OF ANY
FAULTS, INTERRUPTIONS OR DELAYS IN THE REUTERS SERVICES AND ANY INACCURACIES,
ERRORS OR OMISSIONS IN THE REUTERS CONTENT. EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS
(AS USED IN THIS SUBSECTION, "WARRANTIES") AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN
FACT, ORAL OR IN WRITING. ALL SOFTWARE IS LICENSED "AS IS", WITHOUT ANY
WARRANTIES. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY
WARRANTY MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
10. INDEMNIFICATION
10.1 Indemnification by Distributor. Distributor will indemnify and hold
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Reuters harmless from and against any and all liabilities, damages, awards,
settlements, losses, claims and expenses, including reasonable attorneys fees
and costs of investigation ("Damages"), due to any claim by a third party
relating to or arising out of Distributor's Internet Service or any other
activities of Distributor, including infringement of any third person's
intellectual property rights, except Damages arising solely out of Distributor's
use of the Reuters Content, unmodified, in accordance with this Agreement.
10.2 Indemnification by Reuters. Reuters will indemnify and hold Distributor
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harmless from and against any and all Damages (including attorney's fees) due to
any claims by a third party that the Reuters Content, or the Software or
trademarks infringes any third party's intellectual property rights, provided
that: (i) the relevant claim does not arise from any modification to the Reuters
Content made by Distributor or any person receiving the Reuters Content through
Distributor; (ii) the relevant claim does not concern Reuters Content that
Reuters reasonably notified Distributor in advance should not be used; and,
(iii) if the relevant claim is not based upon content obtained by Reuters from a
third party, only to the extent that such third party has indemnified Reuters.
10.3 Notice and Participation. A party seeking indemnification pursuant to this
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Section 13 (an "Indemnified Party") from or against the assertion of any claim
by a third party will give prompt notice to the party from whom indemnification
is sought (the "Indemnifying Party"); provided, however, that failure to give
prompt notice will not relieve the Indemnifying Party of any liability hereunder
(except to the extent the Indemnifying Party has suffered actual material
prejudice by such failure). The Indemnifying Party and the Indemnified Party
will cooperate in the defense or prosecution of any third party claims.
11. TERMINATION
11.1 Termination by Either Party. In addition to any other remedy available at
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law or in equity, either party may terminate this Agreement immediately, without
further obligation to the other party, in the event of any breach of this
Agreement by the other party that is not remedied within 30 days' written notice
of such breach; provided that Reuters may terminate this Agreement for any
breach of Sections 3 or 7 that is not remedied within 5 days' notice of such
breach
11.2 Termination by Reuters. In additional to the right of termination set
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forth in Sec. 11.1, Reuters shall have the right to terminate this agreement
immediately in the event of: (a) any sale, lease or other transfer of all or
substantially all of the assets of Distributor to any entity; (b) any change in
control of Distributor (whether by merger, stock transfer or otherwise); or (c)
Distributor's making an assignment for the benefit of its creditors, the filing
of a voluntary or involuntary petition under any bankruptcy or insolvency law,
under the reorganization or arrangement provisions of the United States
Bankruptcy Code, or under the provisions of any law of like import in connection
with the other party, or the appointment of a trustee or receiver for
Distributor or its property.
11.3 Obligations Upon Termination. Promptly upon termination of this Agreement
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for any reason, Distributor will: (a) delete or destroy any Reuters Content
stored pursuant to Section 3.5 or otherwise in its possession, custody or
control; and (b) pay all fees accrued pursuant to this Agreement.
12. GENERAL
12.1 Similar Agreements. Nothing will be deemed to limit or restrict either
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party from entering into similar agreements with any other Person or from
offering services similar to the other party's.
12.2 Press Releases. Neither party will issue any external press statement
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regarding the availability of the Reuters Services on Distributor's Internet
Site unless (a) it has received the express written consent of the other party,
which will not be unreasonably withheld; or (b) it is required to do so by Law.
12.3 Controlling Law. This Agreement will be deemed to have been executed and
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delivered in the State of New York and it will be governed by and construed in
accordance with the laws of New York.
12.4 Notices. Except as otherwise provided herein, whenever any notice, request,
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consent, approval or other communication shall be given by one party hereto to
the other, such communication shall be in writing and shall be delivered by
registered or certified mail, return receipt requested, addressed as follows: To
Reuters: Reuters Health Information Inc. 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, (000) 000-0000, Attn: CEO, Cc: COO, and To Distributor: At the Address at
the last page of this Agreement. Notices shall be effective on the date
received.
12.5 Assignments. This Agreement will be binding upon and inure to the benefit
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of the parties, their respective personal representatives, and permitted
successors and assigns. Distributor may not assign or otherwise transfer any of
its rights or delegate any of its duties under this Agreement without the prior
written consent of Reuters, such consent not to be unreasonably withheld.
Reuters reserves the right, at its sole discretion, to assign or transfer any of
its rights and delegate any of its duties hereunder, in whole or in part, to any
direct or indirect subsidiary
of Reuters Limited. Each party shall respond with reasonable promptness to a
request for consent to assignment from the other.
12.6 Relationship Between the Parties. There is no joint venture, partnership,
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agency or fiduciary relationship existing between the parties and the parties do
not intend to create any such relationship by this Agreement.
12.7 Amendments, Waivers. This Agreement may not be amended, modified or
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superseded, unless expressly agreed to in writing by both parties. No provision
of this Agreement may be waived except by an instrument in writing executed by
the party against whom the waiver is to be effective. The failure of either
party at any time or times to require full performance of any provision hereof
will in no manner affect the right of such party at a later time to enforce the
same.
12.8 Severability. If any provision or term of this Agreement, not being of a
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fundamental nature, is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of this Agreement will
not be affected.
12.9 Survival. The provisions of Sections 3, 6, 7, 8, 9, 10, 11, and 12 of this
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Agreement will survive the termination of this Agreement.
REUTERS HEALTH INFORMATION INC.
By: (Signed)
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Name:
Title:
DISTRIBUTOR
By:
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Name:
Title:
Effective Date: May 1, 1999
Print Full Legal Name and Address of Distributor:
Global Net Xxxx.xxx
SCHEDULE 1
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Reuters Services/Content
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The services provided by Reuters are "Reuters Health eLine", a news service (or
portion thereof) that is delivered electronically each Business Day and the
Reuters Health eline Archive. Over the course of one (1) week, Distributor will
be provided with a minimum of fifty (50) stories per week from the service to
post on Distributor's Internet Site. Reuters shall determine in its sole
discretion the content of the service and shall have no obligation under this
Agreement or otherwise to include in the Reuters Content any particular news
material requested by Distributor.
Distributor Information
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"Distributor's Internet Site" means the Internet site owned and operated by
Distributor and is accessed via the URL xxx.xxxxxxxxxxxxx.xxx, and any Mirror
Site.
SCHEDULE 2
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Monthly Fees
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$3,500 per month
