YAHOO! FRANCE LICENSE AGREEMENT
This YAHOO! FRANCE LICENSE AGREEMENT (the "AGREEMENT") is entered into as
of this 1st day of November, 1996 (the "EFFECTIVE DATE") by and between:
YAHOO! INC., a California corporation ("YAHOO") with a principal office
at 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxx, XX 00000; and
YAHOO! FRANCE, a corporation organized under the laws of France ("YAFR"),
with a principal office at _______________________________________; with
reference to the following:
RECITALS
The following provisions form the basis for, and are hereby made a part
of, this Agreement:
A. Yahoo owns, operates and distributes a leading index and directory
of Internet resources, including a hierarchical index, information indexing and
retrieval software; and
B. YAFR has been organized with 70% owned by Yahoo and 30% owned by
SB Holdings (Europe) Ltd., pursuant to a joint venture agreement entered into
concurrently herewith (the "JOINT VENTURE AGREEMENT"), in order to operate in
France a localized version of the Yahoo Guide, to develop related on-line
navigational services in France, and to conduct certain other businesses
relating to such activities.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
ARTICLE I: DEFINITIONS; RULES OF CONSTRUCTION
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1.1 DEFINITIONS. For purposes of this Agreement, in addition to the
capitalized terms defined elsewhere in this Agreement, the following terms shall
have the meanings ascribed to them below:
"AFFILIATE" shall mean any corporation, limited liability company,
partnership or other entity (collectively, an "ENTITY" ): (1) that is
controlled by or controls a party (collectively, a
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"CONTROLLED ENTITY" ); or (2) that is controlled by or controls any such
Controlled Entity, in each instance of clause (1) or (2) for so long as such
control continues. For purposes of this definition, "control" shall mean the
possession, directly or indirectly, of power to direct or cause the direction
of the management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise). Without
limiting the foregoing, joint control of an Entity with one or more other
persons or Entities shall be deemed to constitute control for purposes hereof.
"COMPETITIVE NAVIGATIONAL TOOLS" shall mean any third party Internet
directory or Internet search tool that provides a comprehensive hierarchical
directory or text-based index of WWW sites, including, without limitation, those
Competitive Navigational Tools owned, operated, or offered by the companies
listed in EXHIBIT C attached hereto. No service or tool shall be deemed to be a
"Competitive Navigational Tool" solely because it is offered by a third party
that also offers services or tools that are "Competitive Navigational Tools."
"COMPONENTS" shall mean information, materials, products, features,
services, content, computer software, designs, artistic renderings, drawings,
sketches, characters, layouts, and the digital implementations thereof,
PROVIDED, HOWEVER, that "Components" shall not include Local Content.
"CONFIDENTIAL INFORMATION" shall mean any information relating to or
disclosed in the course of this Agreement, which is or should be reasonably
understood to be confidential or proprietary to the disclosing party, including,
but not limited to know-how, trade secrets, log data, technical processes and
formulas, source codes, product designs, sales, cost and other unpublished
financial information, product and business plans, projections, and marketing
data. "Confidential Information" shall not include information which: (i) is
known to the recipient on the Effective Date directly or indirectly from a
source other than one having an obligation of confidentiality to the providing
party; (ii) hereafter becomes known (independently of disclosure by the
providing party) to the recipient directly or indirectly from a source other
than one having an obligation of confidentiality to the providing party; (iii)
becomes publicly known or otherwise ceases to be secret or confidential, except
through a breach of this Agreement by the recipient; or (iv) is or was
independently developed by the recipient without use of or reference to the
providing party's confidential information, as shown by evidence in the
recipient's possession.
"DERIVATIVE WORK" shall mean all "derivative works" and "compilations",
within the meaning of such terms as defined in the U.S. Copyright Act (17 U.S.C.
Section 101 et seq.).
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"INTELLECTUAL PROPERTY RIGHTS" shall mean trade secrets, patents,
copyrights, trademarks, know-how, moral rights, and similar rights of any type
under the laws of any governmental authority, domestic or foreign including all
applications and registrations relating to any of the foregoing.
"JOINT ENHANCEMENTS" shall mean any enhancements, added functionalities,
additions, extensions or improvements to Xxxxx.XX that are created or developed
jointly by YAFR, on the one hand, and Yahoo, its Affiliates (other than Yahoo!
France, Yahoo! Deutschland, or Yahoo! UK) or their agents, on the other hand,
including any Components which are jointly contributed to Xxxxx.XX.
"LAUNCH DATE" shall mean the first date on which Xxxxx.XX is made
generally available to the public in the Territory.
"LOCAL CONTENT" shall mean content, including WWW site listings, added to
Xxxxx.XX by YAFR and that is: (i) specific to the market of the Territory; and
(ii) originates in or arises from activities in the Territory.
"LOCALIZED SITE" shall mean YAFR's WWW site(s) in the Territory of the
Yahoo Service through which the Yahoo Properties are made available to Xxxxx.XX
Users.
"LOG DATA" shall mean all data generated by an Internet server that
relates to file requests, user identification, session times and similar
available information, including information set forth by EXHIBIT E.
"TERRITORY" shall mean France, exclusive of its territories and
protectorates.
"WWW" shall the World Wide Web, a system for accessing and viewing text,
graphics, sound and other media via the Internet.
"YAHOO BRAND FEATURES" shall mean Yahoo trademarks, trade names, service
marks, service names, distinct elements of the Yahoo Service Look and Feel and
all other Components specifically associated with the "Yahoo!" brand, as to
which Yahoo has established trademark, trade name or similar protectable rights,
including the name "Yahoo!" and any modifications or improvements to the
foregoing that may be created by Yahoo from time to time.
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"YAHOO BRAND GUIDELINES" shall mean the guidelines for use of the Yahoo
Brand Features, as specifically set forth in EXHIBIT B attached hereto, as such
may be reasonably amended from time to time by Yahoo.
"XXXXX.XX" shall mean versions of the Yahoo Service that are customized
and localized specifically for all or any portion of the market of the Territory
in any and all languages or dialects specifically relevant to the Territory.
"XXXXX.XX DERIVATIVE WORKS" shall mean Derivative Works created from the
Yahoo Properties, including: (i) any French customizations and translations
necessary for the customer market in the Territory, created by YAFR from Yahoo
Properties for use in Xxxxx.XX; and (ii) new properties, including regional
directories and localized directories, for example a Xxxxx.Xxxxx, that are
directed to the Territory or that are necessary to build Xxxxx.XX in the
Territory; PROVIDED, HOWEVER, that YAFR shall obtain prior approval from Yahoo
for any such new properties that have a scope intended to extend beyond the
market of the Territory.
"XXXXX.XX SITE" shall mean one or more servers on which, collectively,
Xxxxx.XX and the Localized Site will be made available pursuant to this
Agreement.
"XXXXX.XX USERS" shall mean Internet-users to whom YAFR provides access
to Xxxxx.XX.
"YAHOO PRODUCTS" shall mean print publications and digital media
products, including CD ROMs, and other marketing tools derived from or
incorporating Yahoo Properties that are localized for the Territory by YAFR.
"YAHOO PROPERTIES" shall mean collectively: (i) the Yahoo Service,
including both the Yahoo Service Look and Feel and the Yahoo Brand Features; and
(ii) Xxxxx.XX.
"YAHOO SERVICE" shall mean, collectively, the Internet-based hierarchical
information index and retrieval product, including the related search engine,
that Yahoo makes generally available now or in the future through the WWW, and
currently located at xxxx://xxx.xxxxx.xxx, as the same may be modified,
upgraded, updated or enhanced during the Term of this Agreement; PROVIDED,
HOWEVER, that the Yahoo Service shall not include any content, software, or any
WWW-wide text-based search tool licensed, incorporated, or otherwise authorized
for use by Yahoo from a third party (UNLESS Yahoo has the right to sublicense
the same to YAFR hereunder which Yahoo shall use reasonable efforts to obtain).
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"YAHOO SERVICE LOOK AND FEEL" shall mean the artistic renderings,
drawings, animations, sketches, characters, layouts and designs, and digital
implementations thereof which are embodied within the Yahoo Service as to which
Yahoo has established protectable rights.
"YAHOO SOFTWARE" shall mean all computer programs, in object code form,
and related know how, that are owned or operated by Yahoo and required for the
operation, modification, maintenance and distribution (or permitted Internet
access to) the Yahoo Service, including the computer software programs described
in EXHIBIT A attached hereto; PROVIDED, HOWEVER, that the "Yahoo Software" does
not include third party software or materials that Yahoo does not have the right
to sublicense to YAFR without cost.
"YAHOO SYSTEM" shall mean, collectively, the Yahoo Service, the Yahoo
Software, the Yahoo Brand Features, and any related documentation as Yahoo may
make available to third parties from time to time.
1.2 RULES OF CONSTRUCTION. As used in this Agreement, neutral pronouns
and any variations thereof shall be deemed to include the feminine and masculine
and all terms used in the singular shall be deemed to include the plural, and
vice versa, as the context may require. The words "hereof," "herein" and
"hereunder" and other words of similar import refer to this Agreement as a
whole, including any exhibits hereto, as the same may from time to time be
amended or supplemented and not to any subdivision contained in this Agreement.
The word "including" when used herein is not intended to be exclusive and means
"including, without limitation." References herein to section, subsection,
attachment or exhibit shall refer to the appropriate section, subsection or
exhibit in or to this Agreement. The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement. This Agreement has been
negotiated by the parties hereto and their respective counsel and shall be
fairly interpreted in accordance with its terms and without any rules of
construction relating to which party drafted the Agreement being applied in
favor of or against either party.
1.3 EXHIBITS. In the event that any Exhibits referred to in this Agreement
are not attached at the time of execution and delivery of this Agreement, the
parties agree to determine in good faith upon the content of such Exhibits
within five (5) business days following the Effective Date.
ARTICLE 2: GRANT OF RIGHTS
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2.1 LICENSE TO YAHOO SERVICE PRIOR TO XXXXX.XX LAUNCH. Subject to all of the
terms and conditions of this Agreement, Yahoo hereby grants to YAFR, from the
Effective Date of this Agreement until the Launch Date, a non-exclusive (subject
to the restrictive covenant set forth in Section 2.5 hereto), royalty-bearing,
right and license to:
(i) use, display, perform, transmit, market, promote, and permit
xxxxx.xx users to use, the yahoo service in electronic, on-line form and in the
manner described in this agreement, via the internet in the territory;
(ii) reproduce the yahoo service in electronic, on-line form for
internal back-up and archival purposes; and
(iii) use the yahoo software solely for modifying the yahoo service in
accordance with this agreement, and to reproduce the yahoo service solely for
yafr's internal use in furtherance of such modifying.
2.2 LICENSE TO YAHOO SYSTEM AND XXXXX.XX Subject to all of the terms and
conditions of this Agreement, Yahoo hereby grants to YAFR, during the Term of
this Agreement, a non-exclusive (subject to the restrictive covenant set forth
in Section 2.5 hereto), royalty-bearing, right and license to:
(i) use, modify and customize the Yahoo Software and Yahoo Service
solely for the purpose of developing, creating, operating, maintaining,
marketing, promoting, distributing, and otherwise commercially exploiting
Xxxxx.XX;
(ii) reproduce copies of the Yahoo Software solely for YAFR's internal
use in creating Xxxxx.XX Derivative Works;
(iii) use, reproduce, display, perform, transmit, market, promote, and
permit Xxxxx.XX Users to use, Xxxxx.XX in on-line form and in the manner
described in this Agreement, via the Internet in the Territory;
(iv) use and reproduce any and Yahoo Software (in object code form
only) associated with the Yahoo Properties solely to facilitate the exploitation
of the Yahoo Properties as anticipated and described in this Agreement;
(v) create Xxxxx.XX Derivative Works, solely for use, incorporation,
and integration in Xxxxx.XX and solely as necessary for localizing Xxxxx.XX for
the consumer market in the Territory, subject to the terms and limitations set
forth in Section 2.4 of this Agreement; and
(vi) use, distribute, reproduce, transmit and display the Yahoo Brand
Features in connection with the exercise of YAFR's rights to Xxxxx.XX;
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PROVIDED, HOWEVER, that Xxxxx.XX Users' right to access and use the Yahoo
Properties shall be subject to such customary limitations and restrictions on
use and reproduction as Yahoo may impose with respect to the Yahoo Properties.
2.3 [XXXX].
2.4 NO OTHER RIGHTS. Except as expressly provided in this Agreement, YAFR
shall: (i) only distribute or make available Xxxxx.XX in its entirety as a
complete work; PROVIDED, HOWEVER, that YAFR may omit directories, categories,
subcategories, and products that YAFR determines is irrelevant or inapplicable
to the Territory, subject to Yahoo's approval which shall not unreasonably be
withheld; (ii) subject to the provisions of Section 2.3, not distribute or make
available the Yahoo Services or Xxxxx.XX other than in on-line electronic form;
and (iii) not remove any copyright, trademark, or other proprietary rights
notices from any of the Yahoo Properties or Yahoo Products. No rights or
licenses are granted by Yahoo to YAFR except for those expressly granted in
Sections 2.1, 2.2, and 2.3 hereto.
2.5 RESTRICTIVE COVENANT. During the Term of this Agreement, Yahoo shall
not: (i) either directly or indirectly, grant any right or license, whether
exclusive or non-exclusive, to any person or entity to use, display, reproduce,
modify, and customize the Yahoo System for the purpose of developing, creating,
operating, maintaining, marketing, promoting, distributing, or otherwise
commercially exploiting a version of the Yahoo Service that is customized or
localized for the Territory; or (ii) modify and customize the Yahoo System for
the purpose of developing, creating, operating, maintaining, marketing,
promoting, distributing, or otherwise commercially exploiting a version of the
Yahoo Service that is customized or localized for the Territory. Nothing
contained in this Agreement shall limit or in any way restrict Yahoo's right to
advertise or promote the Yahoo System or any Derivative Works thereof outside of
the Territory, or to advertise or promote the Yahoo System in any media that
originates outside of the Territory; PROVIDED, HOWEVER, that such advertisements
and promotions are not specifically targeted to Xxxxx.XX or the market for
Xxxxx.XX in the Territory. The parties hereto further acknowledge and agree
that nothing herein shall prevent, restrict or otherwise limit the ability of
any person in the Territory from electronically accessing the Yahoo Service
maintained and operated by Yahoo, or its current or future licensees, in any
jurisdiction outside the Territory.
2.6 LICENSE GRANTED BY YAFR. Subject to all of the terms and conditions of
this Agreement, YAFR hereby grants Yahoo a non-exclusive, royalty-free,
perpetual, worldwide (EXCEPT for the Territory) license to use, reproduce,
display, perform, transmit, market, promote, and permit Yahoo Service users to
use, in any form or media, Local Content; PROVIDED, HOWEVER, that any use of the
Local Content by Yahoo in the countries identified in EXHIBIT F (the "EXTENSION
COUNTRIES") attached hereto shall be subject to prior approval by YAFR, which
approval shall not be unreasonably withheld; and PROVIDED, FURTHER, that for a
period of six
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(6) months after the Effective Date of this Agreement, Yahoo will neither: (i)
market or promote the Local Content in the Extension Countries; nor (ii) market
or promote Derivative Works targeted specifically to the Extension Countries and
based on the Local Content, in the Extension Countries. Subject to the
foregoing license grant, YAFR retains all right, title and interest in and to
the Local Content.
ARTICLE 3: OBLIGATIONS OF THE PARTIES
3.1 XXXXX.XX CONTENT. Xxxxx.XX shall, at a minimum, contain all directories,
including categories, subcategories, and URL's, contained within the Yahoo
Service, as such service or any portion thereof may be modified, upgraded,
updated or otherwise enhanced during the Term of this Agreement. Promptly after
the Effective Date, Yahoo shall provide to YAFR with Yahoo Properties to the
extent necessary to launch the Xxxxx.XX Site and for YAFR to create Xxxxx.XX
Derivative Works for incorporation into Xxxxx.XX In the event that YAFR wants
to post or incorporate any new service, content (other than Local Content), or
sponsorships on Xxxxx.XX, YAFR shall obtain Yahoo's prior written consent, which
consent shall not be unreasonably withheld.
3.2 LOCAL CONTENT. YAFR shall be solely responsible for collecting,
translating, and classifying Local Content. YAFR may eliminate from Xxxxx.XX
such Components that are unrelated to directory, index, or search functions as
YAFR deems appropriate, subject to Yahoo's prior approval, which shall not be
unreasonably withheld.
3.3 RESTRICTIVE COVENANT. During the Term, YAFR agrees that it shall not:
(i) enter into a commercial arrangement or transaction with any person for the
customization, translation, or localization of a Competitive Navigational Tool
for the consumer market of the Territory and for use within the Territory; or
(ii) develop, commercialize, market or promote any Competitive Navigational
Tool. Without limiting the foregoing, YAFR shall not provide any on-line
advertising that contains a direct hypertext link to any Competitive
Navigational Tool; PROVIDED, HOWEVER, that nothing herein shall prohibit
Xxxxx.XX from including links contained in the Yahoo Service or such links as
may be reasonably agreed to by Yahoo.
3.4 MESSAGE BAR. Yahoo shall have the right, upon reasonable advance notice
to YAFR, to place non-advertising Components from Yahoo directed to the global
marketplace, on the home page of Xxxxx.XX for up to five (5) consecutive
days.(1)
_____________
(1) By way of example, but not of limitation, in the event that one of
Yahoo's directors or officers desires to send a global message to all users of
Yahoo concerning introduction of a new Yahoo Property or news relating to Yahoo
or a Yahoo Property, then such message would appear in the message bar as
contemplated under this Agreement.
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3.5 ADVERTISING REVENUE. The parties hereto agree that all revenues and
income derived by YAFR in connection with advertising, marketing and promotional
information in Xxxxx.XX, and distribution of the Yahoo Service in the Territory
pursuant to Section 2.1 hereto, shall accrue solely to YAFR, subject to the
calculation and payment of the Fees as set out in EXHIBIT D attached hereto.
YAFR shall be solely and exclusively responsible for ensuring that all
advertising, marketing and promotional information conducted and provided by
YAFR complies with all local, federal, and other governmental laws and
regulations of the Territory that may be applicable thereto.
3.6 YAFR COVENANTS. In addition to the representations and warranties of
Section 6.1 hereto, YAFR covenants to use its best efforts to assure that:
(i) the Components and Local Content which YAFR includes in or
associates with Xxxxx.XX shall neither: (a) infringe on or violate any
copyright, patent, or any other proprietary right of any third party; nor (b)
violate any applicable law, regulation or third party right;
(ii) YAFR's performance of this Agreement shall comply in all material
respect with, and neither contravene, breach nor infringe, any laws or
regulations of the Territory;
(iii) the Local Content provided by YAFR shall not contain any obscene
or defamatory materials, information, data or content, as such may be finally
determined by a court of competent jurisdiction; and
(iv) all translations performed by YAFR, either directly or under
YAFR's instructions, shall be accurate.
3.7 YAHOO COVENANT. Yahoo covenants to use its commercially reasonable
efforts, in the event of a change by Yahoo of the platform or other technology
necessary for operating the Yahoo Service to a new platform or technology (the
"NEW TECHNOLOGY"), to: (i) provide YAFR with advance notice of such technology
change; (ii) assist YAFR in managing the transition by YAFR from the current
technology to the New Technology for Xxxxx.XX; and (iii) assist YAFR in
obtaining such New Technology. Yahoo will bear reasonable start-up costs
associated with establishing the New Technology for Xxxxx.XX so that Xxxxx.XX
operates at essentially the same or better operating level (with respect to
speed and responsiveness of Xxxxx.XX in response to a user query) that Xxxxx.XX
operated prior to converting to the New Technology; PROVIDED, HOWEVER, that
on-going costs, including license fees therefor, associated with such New
Technology shall be borne solely by YAFR; PROVIDED, FURTHER, that Yahoo will use
its reasonable efforts to pass any savings or discounts it may be able to obtain
from the third party provider of the New Technology. Nothing
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herein shall be construed as an obligation or representation by Yahoo that Yahoo
will obtain or negotiate on behalf of YAFR any license fees or other fees
associated with the New Technology.
ARTICLE 4: OWNERSHIP; LOG DATA
4.1 YAHOO OWNERSHIP. Yahoo and YAFR hereby agree that all right, title and
interest in and to the Yahoo System and the Xxxxx.XX Derivative Works shall be
owned exclusively by Yahoo without reservation, and that all such worldwide
ownership rights, title and interest in and to, all aspects of Xxxxx.XX
(including, but not limited to all Intellectual Property Rights thereto) shall
solely vest with, and be owned by, Yahoo. YAFR assigns any interest it may be
deemed to possess in any such Yahoo System or Xxxxx.XX Derivative Works to Yahoo
and will assist Yahoo in every reasonable way, at Yahoo's expense, to obtain,
secure, perfect, maintain, defend and enforce for Yahoo's benefit all
Intellectual Property Rights with respect to the Yahoo System and Xxxxx.XX
Derivative Works.
4.2 JOINT ENHANCEMENTS. Joint Enhancement shall be jointly owned by YAFR and
Yahoo. Any use of such Joint Enhancements other than for the Yahoo Service or
in connection with Xxxxx.XX, as appropriate, by either party shall require the
approval of the other party, with approval shall not be unreasonably withheld.
4.3 LOG DATA. YAFR will provide Yahoo with access to all Log Data containing
the categories set forth in EXHIBIT E from use of Xxxxx.XX via Yahoo's Log Data
Tool as described in EXHIBIT A. All Log Data shall be maintained as
Confidential Information by each of YAFR and Yahoo. Notwithstanding the
foregoing, no party shall be prohibited from providing Log Data to any third
party (on a confidential basis) for aggregation or analysis, or otherwise on an
aggregated basis to advertisers, potential advertisers and other third parties
in connection with the sale of advertising, or to third parties in connection
with market research and similar publishing. Yahoo shall own all rights, title,
and interest in and to any and all Log Data generated on any Yahoo Service site
in the Territory, including Xxxxx.XX; PROVIDED, HOWEVER, Yahoo shall grant to
YAFR a non-exclusive, royalty-free license to use and reproduce such Log Data
for internal, non-commercial purposes only to Log Data generated at a Localized
Site operated via the Internet.
ARTICLE 5: TRADEMARKS
5.1 ACKNOWLEDGMENT OF OWNERSHIP. YAFR acknowledges that: (i) as between YAFR
and Yahoo, Yahoo owns all right, title and interest in the Yahoo Brand Features;
and (ii) neither YAFR nor any other persons will acquire any ownership interest
in the Yahoo Brand Features or associated goodwill by virtue of this Agreement
or the use of the Yahoo Service or Xxxxx.XX pursuant to this Agreement.
5.2 USAGE GUIDELINES. YAFR's use of the Yahoo Brand Features shall adhere to
the Yahoo Brand Guidelines set forth in EXHIBIT B attached hereto. In any event,
YAFR's use of the
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Yahoo Brand Features shall be at least of a quality and standard reasonably
commensurate with YAFR's use of its own trademarks. Throughout the Term of this
Agreement, Yahoo shall promptly provide YAFR with all written details of,
samples of and artwork for all Yahoo Brand Features as required by YAFR for
performing its rights and obligations under this Agreement. YAFR shall supply
Yahoo with specimens of each of all promotional materials using the Yahoo Brand
Features, all of which shall comply with the Yahoo Brand Guidelines and other
provisions of this Agreement. YAFR shall remedy any violation of the Yahoo Brand
Guidelines or of this Agreement as soon as practicable following receipt of
notice from Yahoo of such violation. If any use of the Yahoo Brand Features by
YAFR fails to satisfy such quality standards and YAFR does not promptly cure
such failure, Yahoo may terminate YAFR's right to use such Yahoo Brand Features.
5.3 NO ADVERSE CLAIM. YAFR agrees that it will not at any time during or
after this Agreement assert any claim or interest in or do anything which may
adversely affect the validity or enforceability of any Yahoo Brand Features.
Unless otherwise agreed to between the parties, YAFR will not: (i) register,
seek to register, or cause to be registered any of the Yahoo Brand Features
without Yahoo's prior written consent; (ii) adopt or use Yahoo Brand Features or
any confusingly similar word or symbol as part of YAFR's company name, or on or
in connection with any of YAFR's products or services; or (iii) allow Yahoo
Brand Features to be used by others, without Yahoo's prior written consent.
ARTICLE 6: CONFIDENTIAL INFORMATION
6.1 PROTECTION OF CONFIDENTIAL INFORMATION. The parties recognize that, in
connection with the performance of this Agreement, each of them may disclose to
the other its Confidential Information. The party receiving any Confidential
Information agrees to maintain the confidential status of such Confidential
Information and not to use any such Confidential Information for any purpose
other than the purpose for which it was originally disclosed to the receiving
party, and not to disclose any of such Confidential Information to any third
party. Neither party shall disclose the other's Confidential Information to its
employees and agents except on a need-to-know basis.
6.2 PERMITTED DISCLOSURE. The parties acknowledge and agree that each may
disclose Confidential Information: (i) as required by law; (ii) to their
respective directors, officers, employees, attorneys, accountants and other
advisors, who are under an obligation of confidentiality, on a "need-to-know"
basis; (iii) to investors or joint venture partners, who are under an obligation
of confidentiality, on a "need-to-know" basis; or (iv) in connection with
disputes or litigation between the parties involving such Confidential
Information and each party shall endeavor to limit disclosure to that purpose
and to ensure maximum application of all appropriate judicial safeguards (such
as placing documents under seal). In the event a party is required to disclose
Confidential Information as required by law, such
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party will, to the extent practicable, in advance of such disclosure, provide
the other party with prompt notice of such requirement. Such party also agrees,
to the extent legally permissible, to provide the other party, in advance of any
such disclosure, with copies of any information or documents such party intends
to disclose (and, if applicable, the text of the disclosure language itself) and
to cooperate with the other party to the extent the other party may seek to
limit such disclosure.
6.3 APPLICABILITY. The foregoing obligations of confidentiality shall apply
to directors, officers, employees and representatives of the parties and any
other person to whom the parties have delivered copies of, or permitted access
to, such Confidential Information in connection with the performance of this
Agreement, and each party shall advise each of the above of the obligations set
forth in this Article 6.
6.4 THIRD PARTY CONFIDENTIAL INFORMATION. Any Confidential Information of a
third party disclosed to either party shall be treated by YAFR or Yahoo, as the
case may be, in accordance with the terms under which such third party
Confidential Information was disclosed; PROVIDED, HOWEVER, that the party
disclosing such third party Confidential Information shall first notify the
other party that such information constitutes third party Confidential
Information and the terms applicable to such third party Confidential
Information and provided further that either party may decline, in its sole
discretion, to accept all or any portion of such third party Confidential
Information.
6.5 CONFIDENTIALITY OF AGREEMENT. Except as required by law or generally
accepted accounting principles, and except to assert its rights hereunder or for
disclosures to its own officers, directors, employees and professional advisers
on a need-to-know basis or in confidence to investors, investment bankers,
financial institutions or other lenders or acquirers, each party hereto agrees
that neither it nor its directors, officers, employees, consultants or agents
shall disclose the terms of this Agreement or specific matters relating hereto
without the prior consent of the other party, which consent shall not be
unreasonably withheld or delayed.
6.6 FUTURE BUSINESS ACTIVITIES. This Agreement shall not limit either party's
present and future business activities of any nature, including business
activities which could be competitive with the other party, outside the scope of
this Agreement, EXCEPT: (i) to the extent such activities would involve a
breach of the confidentiality restrictions contained in this Section; or (ii) as
otherwise expressly provided herein, including without limitation, the
restrictive covenants of Sections 2.5 and 3.3 hereto. Nothing in this Agreement
will be construed as a representation or agreement that the recipient of
Confidential Information will not develop or have developed for it products,
concepts, systems or techniques contemplated by or embodied in such Confidential
Information, provided that such recipient does not violate any of its
obligations under Section 6 of this Agreement in connection with such
development.
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ARTICLE 7: LICENSE FEES AND PAYMENT
7.1 LICENSE FEES. YAFR shall pay to Yahoo, as full and complete remuneration
for the performance of all of Yahoo's obligations hereunder, the license fees
that are set forth in EXHIBIT D attached hereto (the "FEES"). All payments
under this Agreement shall be made by wire transfer to an account designated by
Yahoo, within thirty (30) days of the end of the quarter in which such amounts
are collected by YAFR, and shall be accompanied by a written report signed by an
authorized YAFR officer setting forth a description of transactions given rise
to payments in detail sufficient to support calculations of the amounts paid, as
well as such other similar information as Yahoo may reasonably request.
7.2 CURRENCY. In this Agreement, all references to currency shall be
references to the lawful currency of the United States of America. Any and all
conversions shall be based on the exchange rate published in the Wall Street
Journal on the date each payment is due.
7.3 INTEREST. Any late payment of fees made by YAFR under this Agreement
shall bear interest at the annual aggregate rate of ten percent (10%) from the
date on which such payment was due.
7.4 TAXES. All Fees paid by YAFR to Yahoo hereunder shall be inclusive of all
excise and customs duties, costs, expenses, and other similar taxes imposed by
any governmental authority relating to the export of the Yahoo Properties, and
all withholding taxes that may be required by either the Territory or the United
States governments under the relevant tax laws and treaties, all of which taxes
shall be paid by Yahoo. All Fees paid by YAFR to Yahoo hereunder shall be
exclusive of all sales, goods and services, use and other similar taxes imposed
by any governmental authority concerning the use of the Yahoo Properties in
accordance with this Agreement, all of which taxes shall be paid by Xxxxx.XX
7.5 AUDITING RIGHTS. To ensure compliance with the terms of this Agreement,
Yahoo shall have the right, at its own expense, to direct an independent
certified public accounting firm to inspect and audit all of the accounting and
sales books and records of YAFR which are relevant to Fees amounts payable to
Yahoo and the licenses granted by Yahoo hereunder; PROVIDED, HOWEVER, that: (i)
Yahoo provides fifteen (15) business days notice prior to such audit; (ii) any
such inspection and audit shall be conducted during regular business hours in
such a manner as not to interfere with normal business activities; (iii) in no
event shall audits be made hereunder more frequently than twice (2) per calendar
year; (iv) if any audit should disclose an underpayment by YAFR, YAFR shall
promptly pay such amount to Yahoo; and (v) the cost of any audit which reveals
an underpayment in excess of five percent (5%) of the amount owing for the
reporting period in question shall be borne entirely by YAFR.
ARTICLE 8: REPRESENTATIONS AND WARRANTIES
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8.1 MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and
warrants to the other party that:
(i) such party has been duly incorporated and is validly existing
under the laws such party is incorporated;
(ii) such party has the full corporate right, power and authority to
enter into this Agreement and to perform the acts required of it hereunder;
(iii) the execution of this Agreement by such party, and the performance
by such party of its obligations and duties hereunder, do not and will not
violate any agreement to which such party is a party or by which it is otherwise
bound;
(iv) when executed and delivered by such party, this Agreement will
constitute the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms; and
(v) such party acknowledges that the other party makes no
representations, warranties or agreements related to the subject matter hereof
that are not expressly provided for in this Agreement.
8.2 NO ADDITIONAL WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
ARTICLE 9: LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION
9.1 LIABILITY. EXCEPT AS PROVIDED IN SECTION 9.2, UNDER NO CIRCUMSTANCES
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS.
9.2 YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at
its own expense, shall indemnify, defend (or at Yahoo's option and expense,
settle) and hold YAFR and its officers, directors, employees, agents,
distributors and licensees (the "YAFR INDEMNIFIED
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PARTY(IES)") harmless from and against any judgment, losses, deficiencies,
damages, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses), whether required to be paid to a third
party or otherwise incurred in connection with or arising from any claim, suit,
action or proceeding (collectively, a "CLAIM"), incurred or suffered by a YAFR
Indemnified Party to the extent the basis of such Claim is that: (i) the Yahoo
Properties provided by Yahoo to YAFR infringe any Intellectual Property Rights
of a third party; (ii) Yahoo does not have the right to license the Yahoo
Properties as set forth herein; or (iii) Yahoo has breached any of its duties,
representations or warranties under this Agreement; PROVIDED, HOWEVER, that
Yahoo shall have no obligation to the YAFR Indemnified Parties pursuant to this
Section unless: (x) YAFR gives Yahoo prompt written notice of the Claim; and
(y) in the case of third party claims, Yahoo is given the right to control and
direct the investigation, preparation, defense and settlement of the Claim; and
YAFR provides Yahoo with reasonable assistance in the defense or settlement
thereof. In connection with the defense of any such Claim, each YAFR
Indemnified Party may have its own counsel in attendance at all public
interactions and substantive negotiations at its own cost and expense.
9.3 NO YAHOO LIABILITY. Notwithstanding the foregoing, Yahoo assumes no
liability for infringement claims arising from: (i) a combination of the Yahoo
Properties or any part thereof with other Components not provided by Yahoo where
such infringement would not have arisen from the use of the Yahoo Properties or
portion thereof absent such combination; (ii) modification of the Yahoo
Properties or portion thereof by anyone other than Yahoo or on its behalf where
such infringement would not have occurred but for such modifications; or (iii)
translation errors or inaccuracies caused, either directly or indirectly, by
YAFR.
9.4 YAHOO LIABILITY. If Yahoo receives notice of an alleged infringement
relating to the Yahoo Properties, Yahoo, at its option and expense, shall use
all reasonable efforts to: (i) obtain a license at no cost to YAFR permitting
continued use of the Yahoo Properties on terms and conditions consistent with
the rights granted to YAFR hereunder; (ii) modify the infringing portion of the
Yahoo Properties to perform its intended function without infringing third party
rights; or (iii) provide a substitute for such infringing portion. If none of
the foregoing options are reasonably available to Yahoo, then upon written
notice by Yahoo to YAFR, YAFR shall thereupon take the necessary action to
discontinue further distribution of the Yahoo Properties to the extent that and
only for so long as such use would be infringing. Notwithstanding the
foregoing, this Agreement shall remain in full force and effect in accordance
with the terms hereof with respect to all noninfringing portions of the Yahoo
Properties.
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9.5 YAFR INDEMNIFICATION. Subject to the limitations set forth below, YAFR,
at its own expense, shall indemnify, defend (or at YAFR's option and expense,
settle) and hold Yahoo and any Yahoo Affiliates and their officers, directors,
employees, agents, distributors and licensees (the "YAHOO INDEMNIFIED
PARTY(IES)") harmless from and against any judgment, losses, deficiencies,
damages, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses), whether required to be paid to a third
party or otherwise incurred in connection with or arising from any claim, suit,
action or proceeding (collectively, a "CLAIM"), incurred or suffered by a Yahoo
Indemnified Party to the extent the basis of such Claim is that: (i) Xxxxx.XX
or any Local Content (to the extent distinct from Yahoo Properties provided by
Yahoo to YAFR) infringe any: (1) patent; (2) copyright; (3) trade secret; or
(4) trademark of a third party; (ii) YAFR does not have the right to license the
Local Content as set forth herein; or (iii) YAFR has breached any of its duties,
representations or warranties under this Agreement; PROVIDED, HOWEVER, that YAFR
shall have no obligation to the Yahoo Indemnified Parties pursuant to this
Section unless: (x) Yahoo gives YAFR prompt written notice of the Claim; and
(y) in the case of third party claims, YAFR is given the right to control and
direct the investigation, preparation, defense and settlement of the Claim; and
Yahoo provides YAFR with reasonable assistance in the defense or settlement
thereof; and PROVIDED FURTHER that if any settlement results in any ongoing
liability to, or prejudices or detrimentally impacts Yahoo or any Yahoo
Affiliate, and such obligation, liability, prejudice or impact can reasonably be
expected to be material, then such settlement shall require Yahoo's written
consent, which consent shall not be unreasonably withheld or delayed. In
connection with the defense of any such Claim, each indemnified person may have
its own counsel in attendance at all public interactions and substantive
negotiations at its own cost and expense.
ARTICLE 10: TERM
10.1 TERM. Unless earlier terminated as provided herein, or unless otherwise
provided in the Joint Venture Agreement, this Agreement shall be effective from
the Effective Date until the sooner of: (i) the parties hereto mutually agree
to terminate this Agreement; or (ii) termination of the Joint Venture Agreement.
10.2 EARLY TERMINATION. Either party may terminate this Agreement upon written
notice in the event of (i) any material breach of any warranty, representation
or covenant of this Agreement by the other party which remains uncured thirty
(30) days after notice of such breach, or (ii) in the event of any bankruptcy,
insolvency, receivership or similar proceeding of the other party which
continues for twenty (20) days from filing.
10.3 RETURN OF INFORMATION. Within thirty (30) calendar days after the
termination or expiration of this Agreement, each party hereto shall either
deliver to the other, or destroy, all copies of any tangible Confidential
Information of the other party provided hereunder in
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its possession or under its control, and shall furnish to the other party an
affidavit signed by an officer of its company certifying that to the best of its
knowledge, such delivery or destruction has been fully effected.
10.4 REMAINING PAYMENT. Within forty-five (45) calendar days of the expiration
or termination of this Agreement, each party shall pay to the other party all
sums, if any, due and owing as of the date of expiration or termination.
10.5 SURVIVAL. The respective rights and obligations of the parties under
Sections 1, 4.1, 4.2, 4.3, 5.1, 5.3, 7.4, 10.3, 10.4, and 10.5. and Articles 6,
8, 9, and 11 shall survive expiration or termination of this Agreement. No
termination or expiration of this Agreement shall relieve any party for any
liability for any breach of or liability accruing under this Agreement prior to
termination.
ARTICLE 11: MISCELLANEOUS
11.1 GOVERNING LAW; JURISDICTION. This Agreement shall be interpreted and
construed in accordance with the laws of the State of California, and with the
same force and effect as if fully executed and performed therein, and the laws
of the United States of America. Each of YAFR and Yahoo hereby consents and
submits to the personal jurisdiction of the United States and state courts of
the State of California, and expressly agrees that the venue for any action
arising under this Agreement shall be the appropriate court sitting within the
Northern District of California.
11.2 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.
11.3 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,
each party shall have the right to assign this Agreement or any of its rights or
obligations to an Affiliate provided that such party continues to be liable for
the performance of its obligations and either party shall have the right to
assign this Agreement and the obligations hereunder to any successor of such
party by way of merger or consolidation or the acquisition of substantially all
of the business and assets of the assigning party relating to the Agreement.
11.4 NOTICES. Except as otherwise provided herein, any notice or other
communication to be given hereunder shall be in writing and shall be (as elected
by the party giving such notice): (i) personally delivered; (ii) transmitted by
postage prepaid registered or certified airmail, return receipt requested; (iii)
deposited prepaid with a nationally recognized overnight
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courier service; or (iv) sent via facsimile, with a confirmation copy sent via
first class mail. Unless otherwise provided herein, all notices shall be deemed
to have been duly given on: (x) the date of receipt (or if delivery is refused,
the date of such refusal) if delivered personally or by courier; or (y) three
(3) days after the date of posting if transmitted by mail. Either party may
change its address for notice purposes hereof on not less than three (3) days
prior notice to the other party. Notice hereunder shall be directed to a party
at the address for such party which is set forth below:
To Yahoo: Yahoo! Inc.
0000 Xxxxxxx Xxxxxxxxxx
Xxxxx Xxxxx, XX 00000
Attention: President
Fax: (000) 000-0000
Copy to: Xxxxx X. Xxxxx
Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
To YAFR: Yahoo! Xxxxxx
0 xxxxx Xxxxx-Xxxxxx Xxxxxx
00000 Xxxxxxxxx-Xxxxxx XXXXX
Xxxxxx
Attn: Managing Director
Fax: [________________]
_______________________
Copy to YAFR counsel as identified or direct by YAFR.
11.5 ENTIRE AGREEMENT. This Agreement 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.
11.6 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.
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11.7 FEES AND EXPENSES. Each party shall be responsible for the payment of its
own costs and expenses, including attorneys' fees and expenses, in connection
with the negotiation and execution of this Agreement.
11.8 RECOVERY OF COSTS AND EXPENSES. If either party to this Agreement brings
an action against the other party to enforce its rights under this Agreement,
the prevailing party shall be entitled to recover its costs and expenses,
including without limitation, attorneys' fees and costs incurred in connection
with such action, including any appeal of such action.
11.9 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.
11.10 OTHER AGREEMENTS. Neither party shall agree to any contractual provision
or term in any agreement with any third party which contains a provision or term
which cause such party to be in breach of or violates this Agreement.
11.11 NO DISCLOSURE. Without the prior written consent of the other party,
neither party shall, in any manner, disclose, advertise, or publish the terms
of, or any information concerning, this Agreement; PROVIDED, HOWEVER, that
either party may disclose such portions of this Agreement as may be required by
law, subject to the provisions of Article 5 hereto.
11.12 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.
11.13 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.
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YAHOO! FRANCE YAHOO! INC.
By: /S/XXXXXXX XXXXXX By: /S/ XXXXXXX XXXXXX
--------------------- ---------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx
Title: President & CEO Title: President
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EXHIBIT A
YAHOO FRANCE TECHNICAL SPECIFICATIONS
I. TECHNICAL SPECIFICATIONS
Yahoo will provide HTML Tree and Search Tree data files described below, to
YAFR: PROVIDED, HOWEVER, that Yahoo reserves the right to modify the structure
of its HTML tree and search tree from time to time as Yahoo deems necessary in
connection with similar modifications that are made to the Yahoo Internet
Directory on Yahoo's principal WWW site.
(A) HTML TREE: The file format of individual data files is in HTML
format. The hierarchical directory structure is implemented using UNIX file
system.
(B) SEARCH TREE: The search index format is a flat file text format that
is subject to update.
II. TOOLS AND SEARCH ENGINE
Yahoo will provide to YAFR the following tools for use in connection with
Xxxxx.XX Subject to the terms and conditions of this Agreement, Yahoo reserves
the right to add, delete and modify from this list so long as the service is not
degraded or interrupted significantly, and Yahoo notifies YAFR in advance and
works with YAFR in good faith before making any such changes.
A. HTTP SERVER: A C program compiled on the hardware platform provided.
The initial version of HTTP software will be proprietary to Yahoo. Subject to
the terms and conditions of this Agreement, this software may be replaced by
third party software in the future.
B. SEARCH SERVER: A C program compiled on the hardware provided. This
software is proprietary to Yahoo. Subject to the terms and conditions of this
Agreement, Yahoo reserves the right to change the search engine to a third party
software at Yahoo's discretion without notice.
C. CGI SCRIPTS: These scripts are either written in C or in Perl. The
platforms must have Perl installed.
D. UTILITY SCRIPTS: These scripts are written in Perl or similar shell
languages. The platform must support cron jobs and have Perl, and other
required shell environments, installed.
E. LOG DATA TOOL: This software tool, which is proprietary to Yahoo, is
a set of CGI scripts written in Perl that summarize, analyze, and display
summary information regarding Log Data. Yahoo will use this tool to remotely
access Log Data collected by YAFR pursuant to this Agreement.
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EXHIBIT B
YAHOO BRAND GUIDELINES
1. GENERAL. The Yahoo Brand Features may be used by YAFR only in connection
with the exercise of YAFR's rights pursuant to this Agreement, and only with the
promotion of the use of Yahoo Properties and Yahoo Products pursuant to the
terms of this Agreement and only in a manner consistent with proper usage of the
trademarks, trade names, service marks, service names and other elements that
are contained.
2. APPEARANCE OF LOGOS. Yahoo and YAFR will use their best efforts to ensure
that the presentation of the Yahoo Brand Features shall be consistent with
Yahoo's use of the Yahoo Brand Features on Yahoo's URLs. YAFR shall use the
Yahoo Brand Features in a manner reasonably consistent with other key third
party content used by YAFR in connection with Xxxxx.XX
3. NOTICES. All trademarks and service marks included in the Yahoo Brand
Features shall be designated with "SM", "TM", "-Registered Trademark-", in the
manner directed by Yahoo.
4. APPEARANCE. Promptly following the Effective Date, and from time to time
during the Term, Yahoo shall provide YAFR with written guidelines for the size,
typeface, colors and other graphic characteristics of the Yahoo Brand Features,
which upon delivery to YAFR shall be deemed to be incorporated into the "Yahoo
Brand Guidelines" under this Agreement.
5. RESTRICTIONS UPON USE. Unless otherwise mutually agreed, the Yahoo Brand
Features shall not be presented or used by YAFR:
A. in a manner that could be reasonably interpreted to suggest that any
editorial content other than the Yahoo Service has been authored by, or
represents the views or opinions of, Yahoo or any Yahoo personnel;
B. in a manner that is misleading, defamatory, libelous, obscene or
otherwise objectionable, in Yahoo's reasonable opinion;
C. in a way that infringes, derogates, dilutes or impairs the rights of
Yahoo in the Yahoo Brand Features;
D. for the purposes of promoting the sale, license or other transfer for
value of property or services, other than in connection with the promotion of
the sale and use of Xxxxx.XX; or
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E. as part of a name of a product or service of a company other than
Yahoo, except as expressly provided in this Agreement.
6. REMEDY. YAFR will make any changes to its use of the Yahoo Brand Features
as are reasonably requested by Yahoo.
7. REVISIONS. These Guidelines may be modified as may be reasonably necessary
at any time by Yahoo upon written notice to YAFR.
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EXHIBIT C
COMPETITIVE NAVIGATIONAL TOOLS
Competitive Navigational Tools shall include the Internet directories and
Internet search tools including, but not limited to those listed below or
offered by a party listed below:
[XXXX]
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EXHIBIT D
LICENSE FEES
License fee: [XXXX] for each year of this Agreement.
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EXHIBIT E
YAHOO FRANCE LOG DATA
Each time a customer accesses Xxxxx.XX, Yahoo requires the following User Log
Data from YAFR:
1. The customer's Internet protocol address;
2. The date and time of access;
3. A description of the page of Xxxxx.XX accessed
(e.g.,/Entertainment/Games/Video Games/)
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EXHIBIT F
EXTENSION COUNTRIES
[XXXX]
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