Exhibit 10.20
Powerchannel/ESPN Internet Group
License Agreement
This License Agreement ("Agreement") is between Powerchannel ("Powerchannel") at
[ADDRESS] and ESPN/Starwave Partners d/b/a ESPN Internet Group, with a place of
business at 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 ("EIG")
EIG hereby grants Powerchannel a limited, nonexclusive, nontransferable,
royalty-free, revocable license to use and display the XXXX.xxx logo ("EIG
Logo") on the Powerchannel web service, (the "Powerchannel Service") solely for
the purpose of enabling viewers of the Powerchannel Service to have direct
access to EIG's web site at http:\\xxx.XXXXXxxxxxxx.xxx, (the "EIG Web Site").
EIG further grants Powerchannel the right to provide its viewers the option of
installing the EIG web site, XXXXXxxxxxxx.xxx, as their default home page. Each
of the parties agrees to all the following terms and conditions:
1. To ensure that the appearance of the EIG Logo conforms to EIG's
specifications, Powerchannel shall use only HTML code supplied by EIG
to access its Logo for inclusion in the Powerchannel Service.
2. Except as specifically provided herein, Powerchannel shall not acquire
any right under this Agreement to use, and shall not use or assist any
other party to use, either directly or indirectly, EIG's name, Logo or
any other trademark owned or used by EIG or any of its affiliates.
Powerchannel acknowledges that EIG or its affiliates, and its or their
respective successors and assigns, shall exclusively own all rights,
now known or hereafter developed, throughout the world, in and to its
Logo and agrees that it will not perform any act in derogation of such
EIG's rights in its Logo or that would detract from or impugn the good
will and reputation of EIG and/or its affiliates.
3. Powerchannel acknowledges that EIG shall have no responsibility for any
content on the Powerchannel Service. Powerchannel represents and
warrants that Powerchannel Service shall contain no defamatory,
obscene, or unlawful material or otherwise violate or infringe any
right of any third party. Powerchannel further represents and warrants
that the content of the Powerchannel Service shall comply with all
relevant laws and industry standards regarding privacy and, if its
Service is targeted to children, with the Federal Trade Commission's
Children's Online Privacy Protection Rule. Powerchannel shall defend,
indemnify and hold harmless EIG, its franchisees, subsidiaries,
affiliates, agencies and distributors, and its and their shareholders,
directors, officers, employees, agents, successors and assigns, from
and against all actions, claims, demands, suits, liabilities, losses,
damages, obligations, costs and expenses (including, without
limitation, reasonable attorneys' fees), which relate to or arise out
of any claim that the Powerchannel's Service violates or infringes: (a)
any proprietary or other right of any third party; (b) any law,
regulation, ruling, standard or directive that may govern the content
of the Powerchannel Service or Powerchannel's use of the Internet; or
(c) any representation or obligation of Powerchannel set forth in this
Agreement.
4. EIG acknowledges that Powerchannel shall have no responsibility for any
content on the EIG Web Site. EIG represents and warrants that its Web
Site shall contain no defamatory, obscene, or unlawful material or
otherwise violate or infringe any right of any third party. EIG further
represents and warrants that it and the content of the EIG Web Site
shall comply with all relevant laws and industry standards regarding
privacy and, if its web site is targeted to children, with the Federal
Trade Commission's Children's Online Privacy Protection Rule. EIG shall
defend, indemnify and hold harmless Powerchannel, its franchisees,
subsidiaries, affiliates, agencies and distributors, and its and their
shareholders, directors, officers, employees, agents, successors and
assigns, from and against all actions, claims, demands, suits,
liabilities, losses, damages, obligations, costs and expenses
(including, without limitation, reasonable attorneys' fees), which
relate to or arise out of any claim that the EIG's web site violates or
infringes: (a) any proprietary or other right or any third party; (b)
any law, regulation, ruling, standard or directive that may govern the
content of EIG's web site or EIG's use of the Internet; or (c) any
representation or obligation of EIG set forth in this Agreement.
5. Powerchannel shall cause to be placed in a conspicuous location on its
web site the following disclaimer or a substantially similar
disclaimer:
XXXX.xxx and its Logo are trademarks of ESPN, Inc. and are
used with permission solely as a means to facilitate linkage
to XXXX.xxx's web site.
6. Either party may terminate this Agreement at any time in its sole
discretion upon notice to the other party at the address set forth
above. In the event of such termination, Powerchannel shall immediately
remove the EIG Logo from its Service and shall discontinue providing
the EIG Web Site as a default home page option. Paragraph 4 herein
shall survive the termination of this Agreement.
Each of the parties has indicated below their acceptance of the terms and
conditions of this Agreement.
Accepted and Agreed by;
POWERCHANNEL ESPN/STARWAVE PARTNERS
D/B/A ESPN INTERNET GROUP
By: /s/ Xxxxxx Xxxxx By /s/ Xxxxx X. Xxxxxxxx
---------------------------- -------------------------------
Name: Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxx
Title: Chief Operating Officer Title: Vice President, Business Affairs
Date: 11-14-01 Date: 11/19/01
