Exhibit 10.19
On-Line License Agreement with Infoseek,
dated March 1, 1999 and
Addendum dated November 22, 1999 for xxxxxxxxxxxxxxxx.xxx, Inc.
ONLINE LICENSE AGREEMENT ADDENDUM
The terms of the Infoseek Corporation ONLINE LICENSE AGREEMENT
("License Agreement") for Ultraseek Server CCE Product Version 3.0 (the
"Software"), attached hereto as ATTACHMENT A, as modified hereby (collectively,
the "Agreement"), shall apply to use by BioLogix (also known as and hereinafter
referred to as "BIOLOGIX") of the Software on xxxxxxxxxxxxxxxx.xxx WWW site
("The Health Channel Site").
1. LICENSE
A. TERMS:
1. Subject to the terms and conditions of this Agreement, the
applicable maximum Number of documents and collections which
may be indexed under this license is 1,000,000 and 10,
respectively. Subject to the limitations of Paragraph 4 below,
the maximum Number of sites which may be indexed shall be
unlimited. The Software license key provided will enable the
Content Classification Engine.
2. Pricing: Pricing shall be based upon the number of queries
received per month on The Health Channel Site. BIOLOGIX will
pay to Infoseek a query rate of $4.00 per thousand queries,
subject to a nonrefundable, noncreditable minimum fee payable
as follows: (i) upon execution of this Addendum by BIOLOGIX
("Execution Date") and attributable to the period beginning
upon delivery of the Software and ending on August 31, 1999,
BIOLOGIX shall pay to Infoseek ninety-seven thousand five
hundred dollars ($97,500) as the minimum fee for such period,
and (ii) a minimum monthly fee of sixteen thousand two hundred
and fifty dollars ($16,250) payable monthly in advance for
each subsequent month thereafter. Infoseek will credit
BIOLOGIX $21,000, which represents the unutilized prorated
remainder of the original Addendum dated March 12, 1999 (the
"Original Addendum"), against the minimum fee due from
BIOLOGIX as described above. The terms of this Addendum
supersede the terms of the Original Addendum.
3. On or before the tenth (10) business day of each calendar
month after the Execution Date, BIOLOGIX shall pay to Infoseek
any additional amounts owed in excess of the applicable
minimum monthly fee with respect to the previous calendar
month and BIOLOGIX shall submit to Infoseek with each fee
payment a statement detailing the calculation of the fee
payment. Infoseek shall have the right to retain a U.S.
nationally prominent or other mutually agreeable independent
auditor to whom BIOLOGIX shall allow reasonable access to
BIOLOGIX's applicable books of account and other records
relating to BIOLOGIX's obligations under this Agreement.
Access to BIOLOGIX's documentation shall be during BIOLOGIX's
regular business hours upon at least ten (10) days prior
written notice and may be conditioned upon the auditor
executing a confidentiality agreement in a form reasonably
acceptable to BIOLOGIX relating to the auditor's performance
of an audit hereunder. In the event that an audit discloses an
underpayment for any twelve (12) consecutive month period of
more than five percent (5%) of the aggregate amount due to
Infoseek, BIOLOGIX shall pay the reasonable costs of such
audit.
4. BIOLOGIX may use the Software only at The Health Channel Site
and shall limit use of the Software solely to index health and
directly health-related internet sites, subject to the
restriction that BIOLOGIX is authorized and hereby represents
and warrants to Infoseek that (i) it is authorized to index
such sites, (ii) that its entry into this Agreement does not
violate any agreement with any other party and that its use of
the Software to index the aforementioned sites will not
infringe any copyright, patent or any other proprietary right
of any third party, (iii) that its performance under this
Agreement, its use of the Software and the provision of its
service to users in conjunction therewith will conform to all
applicable laws and government rules and regulations, and (iv)
that it holds the necessary rights to permit the use of any
material, data or information (collectively, material)
accessible to users on The Health Channel Site; and that the
use, reproduction, distribution, or transmission of such
material will not violate any criminal or common law, any
statutory rights or any rights of any third parties,
including, but not limited to, such violations as infringement
or misappropriation of any copyright, patent, trademark, trade
secret, music, image, or other proprietary or property right,
false advertising, unfair competition, defamation, invasion of
privacy or rights of celebrity, violation of any
anti-discrimination law or regulation, or any other right of
any person or entity.
5. Upon request by Infoseek and at Infoseek's sole discretion,
(i) The Health Channel's Homepage shall display the Infoseek
tagline "Powered by Infoseek", or other such tagline to be
provided by Infoseek (at the same font size displayed on The
Health Channel's Search Results Page); and (ii) an Internet
hyperlink back to Infoseek shall be displayed on The Health
Channel's Homepage in a manner subject to Infoseek's prior
approval. The display of such aforementioned Infoseek tagline
and Internet hyperlinks shall be changed and/or removed as may
be requested by Infoseek from time to time.
6. All search and results pages generated from the use of the
Software must attribute appropriate acknowledgement and
mutually agreed upon credit to Infoseek and shall display on
such pages proper acknowledgements of Infoseek's copyright,
trademark, or other proprietary rights. Further, each such
search and results page shall provide a mutually agreed upon
link back to Infoseek in a manner subject to Infoseek's
approval.
7. Infoseek may at its sole discretion, list The Health Channel
as a recommended site for selected health-related topics in
the Infoseek directory.
8. Infoseek may mirror the search index maintained by The Health
Channel, and use that index to provide a health-related search
capability on the Infoseek Service. If Infoseek does elect to
provide such a service, Infoseek will provide attribution in
the form of logo linked to The Health Channel adjacent to the
search box, or other branding acceptable to both parties.
9. Infoseek shall be the exclusive search service utilized by
BIOLOGIX for searching and indexing sites specified in
Paragraph 4 above.
10. In the event that The Health Channel site provides a general
Internet search page or link, in addition to the site search
provided by the Software, Infoseek shall be the exclusive
Internet search service listed.
11. Nothing in this Agreement shall preclude Infoseek and any of
Infoseek's related entities from negotiating and entering into
arrangements with other parties to create, for itself or
themselves create, a service similar to and/or competitive
with The Health Channel Site.
12. Infoseek may terminate this Agreement immediately upon breach
of any provision of this Agreement. Infoseek shall also have
the right to terminate this Agreement with respect to
BIOLOGIX'S ability to index the aforementioned health and
health-related Internet sites, without cause and upon at least
sixty (60) days prior written notice, effective at any time
after August 31, 1999. The rights and obligations specified as
surviving in Paragraph 8 of the License Agreement and the
rights and obligations specified in Paragraphs 3, 10, 13 and
14 hereof will remain in effect after termination or
expiration hereof. Upon termination of this Agreement,
BIOLOGIX shall either return to Infoseek all copies of the
Software or else destroy all such copies of the Software.
BioLogix shall have the right to terminate this agreement and
all associated payments at any point after August 31, 1999,
upon at least thirty (30) days prior written notice.
13. The parties to this Agreement are independent contractors.
Neither party is an agent, representative or partner of the
other party. Neither party shall have any right, power or
authority to enter into any agreement for or on behalf of, or
to incur any obligation or liability of, or to otherwise bind,
the other party. This Agreement shall not be interpreted or
construed to create an association, joint venture or
partnership between the parties or to impose any partnership
obligation or liability upon either party.
14. NOTICE: Any notices required or permitted to be given pursuant
to this Agreement shall be in writing, sent via certified
mail, return receipt requested, or delivered by hand,
addressed as set forth below or to such other address as may
be amended or modified only in writing to the other party, and
shall be deemed to have been given when received.
IF TO Biologix International LTD:
0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
_______Attn: Xxxxxxx Xxxxxxx
IF TO Infoseek:
Infoseek Corporation
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Legal Department
15. CONFIDENTIALITY OF AGREEMENT TERMS: Unless required by law,
and except for disclosure on a "need to know basis" to its own
employees, and its legal, investment, financial and other
professional advisers or to assert its rights under this
Agreement, BIOLOGIX agrees not to disclose the terms of this
Agreement or matters related thereto without the prior written
consent of Infoseek.
16. INDEMNIFICATION: BIOLOGIX agrees to indemnify Infoseek and
hold Infoseek harmless from and against any and all
liabilities, losses, damages, costs or expenses (including
reasonable attorneys' fees), arising out of (i) any use of
Software by BIOLOGIX and any legal liability arising out of or
relating thereto (ii) the Health Channel Site and any service
accessible therefrom and/or information or any material, data,
or information accessible to users on or from The Health
Channel Site or (iii) the breach by BIOLOGIX of any
representation, warranty or obligation under this Agreement.
17. TERM OF AGREEMENT: The initial term of this Agreement will be
for twelve months with an option to renew upon mutual
agreement by the parties, executed in writing and in advance,
for an annual renewal term. The initial term of this Agreement
commences on the Execution Date and shall end on March 1,
2000, unless terminated under paragraph A(10) of this
Addendum.
EXCEPT AS OTHERWISE SPECIFIED HEREIN, THE TERMS AND CONDITIONS OF THE LICENSE
AGREEMENT REMAINS IN FULL FORCE AND EFFECT.
AGREED TO BY:
BIOLOGIX
By:/s/ Xxxxxxx Xxxxxxx
Print Name: Xxxxxxx Xxxxxxx
Title: President
Date: March 1, 1999
[GRAPHIC OMITTED][GRAPHIC OMITTED] 1. QUOTATION
0000 XXXXXXX XXXX XXXXX
XXXXXXXXX, XX 00000
XXX
Prepared for:
Xxxxxxx X. Xxxxxx
xxxxxxxxxxxxxxxx.xxx, Inc.
949. 631.8317 / 000.000.0000
Fax: 000.000.0000
N.
O. ITEM QUANTITY UNIT PRICE
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Ultraseek Server software with CCE 6 month 1 $ 97,500
LEASE RENEWAL IN ACCORDANCE WITH THE
LEASE AGREEMENT BETWEEN THEHEALTHCHANNEL
(FORMERLY BIOLOGIX INC.) AND INFOSEEK CORPORATION.
LESS SPECIAL DISCOUNT* ($9,750)
Please see attached addendum to the license agreement.
Note: Additional support may be purchased at $60/hr
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TOTAL: $87,750
*In exchange for placing an order before the quote date, and for retaining
branding, Infoseek will extend a special 10% discount to xxxxxxxxxxxxxxxx.xxx,
Inc.
Quotation number LT288 Quotation date: November 22, 1999
--------------------------------------------------------------------------------
This quotation is good through NOVEMBER 25, 1999, for the complete order, as
quoted. Please reference the Quotation on your order. Infoseek Corporation will
accept orders via check, Visa/MC/Amex, purchase order (subject to prior credit
approval) and wire transfer. Payment terms are Net 30. Please include complete
company billing information on your purchase order.
When ordering, please fax confirmation to 000-000-0000. Please note that the
terms of the Infoseek Ultraseek Server 3.0 Online License Agreement apply to any
order placed in response to this quotation. This agreement is available at
XXXX://XXXXXXXX.XXXXXXXX.XXX/XXXXXXXX/XXXXXXXXX/XXXXXXX.XXX The terms and
conditions of such Online License Agreement will prevail over any contrary,
inconsistent, or additional terms included in any purchase order. Please send
checks and confirming orders to the above address:
Attn: Software/ XXXX XXXX
We look forward to working with you. If you have any questions, please don't
hesitate to contact me at 000-000-0000 or by e-mail < XXXXX@xxxxxxxx.xxx >
