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EXHIBIT 10.8
YAHOO! INC.
CONTENT LICENSE AGREEMENT
THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this
15th day of April, 1998 (the "Effective Date") between YAHOO!, INC., a
California corporation, with offices at 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000,
Xxxxx Xxxxx, XX 00000, ("YAHOO") and XxxxXxxxxx.XXX, ("Licensor"), a Georgia
corporation, with offices at 0000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxx, XX 00000.
In consideration of the mutual promises contained herein, the parties agree as
follows:
SECTION 1: DEFINITIONS.
Unless otherwise specified, capitalized terms used in this Agreement
shall have the meanings attributed to them in Exhibit A hereto.
SECTION 2: GRANT OF LICENSES.
2.1 Grant of Licenses. Subject to the terms and conditions of this Agreement
Licensor hereby grants to Yahoo, under Licensor's Intellectual Property Rights:
(a) A non-exclusive, worldwide license to use, modify, reproduce,
distribute, display and transmit the Licensor Content in electronic
form in connection with Yahoo Properties via the Internet, and to
permit users of the Yahoo Properties to download and print the Licensor
Content for personal use. Yahoo's license to modify the Licensor
content shall be limited to modifying the Licensor Content to fit the
format and look and feel of the Yahoo Property.
(b) A non-exclusive, worldwide, fully paid license to use, reproduce and
display the Licensor's Brand Features: (1) in connection with the
presentation of the Licensor Content on the Content Pages in the Yahoo
Properties; and (ii) in connection with the marketing and promotion of
the Yahoo Properties.
(c) Yahoo shall be entitled to sublicense the rights set forth in this
Section 2.1 (1) to its Affiliates only for inclusion in Yahoo
Properties, and (2) in connection with any mirror site, derivative
site, or distribution arrangement concerning a Yahoo Property.
SECTION 3: DELIVERY OF LICENSOR CONTENT; ADVERTISING REVENUE.
3.1 Yahoo's Responsibilities. [In addition to any responsibilities that may be
set forth in Exhibit C,] Yahoo will be responsible for the design, layout,
posting, and maintenance of the Content Pages. In no event is Yahoo under any
obligation, express or implied, to
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post or otherwise include any of the Licensor Content in any Yahoo Property,
including without limitation, in any Content Pages.
3.2 Licensor Assistance. [In addition to any responsibilities that may be set
forth in Exhibit C,] Licensor will provide on-going assistance to Yahoo with
regard to technical, administrative and service-oriented issues relating to the
utilization, transmission and maintenance of the Licensor Content, as Yahoo may
reasonably request. Licensor will use its reasonable best efforts to ensure that
the Licensor Content is accurate, comprehensive and updated regularly as set
forth in Exhibit C.
3.3 Advertising Rights. Yahoo shall have the sole right to sell and retain all
Advertising Rights with respect to Content Pages.
3.4 Notices. Yahoo will not alter or impair any acknowledgment of copyright or
other Intellectual Property Rights of Licensor that may appear in the Licensor
Content and the Licensor Brand Features, including all copyright, trademark and
similar notices that Licensor may reasonably request.
3.5 Links. The parties will maintain the hypertext links specified in Exhibit D.
SECTION 4: DELIVERY OF LICENSOR CONTENT
During the term of this Agreement, Licensor shall deliver updates of
the Licensor Content to Yahoo in accordance with the Delivery Specifications set
forth in Exhibit C. Licensor also shall provide Yahoo with reasonable prior
notice of any significant Enhancements that generally affect the appearance,
updating, delivery or other elements of the Licensor Content, and shall make
such Enhancements available to Yahoo upon commercially reasonable terms.
SECTION 5: INDEMNIFICATION
Licensor, at its own expense, will indemnify, defend and hold harmless
Yahoo, its Affiliates and their employees, representatives, agents and
affiliates, against any claim, suit, action, or other proceeding brought against
Yahoo or an Affiliate based on or arising from a claim that the Licensor Content
as delivered to Yahoo or any Licensor Brand Feature infringes in any manner any
Intellectual Property Right of any third party or contains any material or
information that is obscene, defamatory, libelous, slanderous, that violates any
person's right of publicity, privacy or personality, or has otherwise resulted
in any tort, injury, damage or harm to any person; provided, however, that in
any such case: (x) Yahoo provides Licensor with prompt notice of any such claim;
(y) Yahoo permits Licensor to assume and control the defense of such action,
with counsel chosen by Licensor (who shall be reasonably acceptable to Yahoo);
and (z) Licensor does not enter into any settlement or compromise of any such
claim without Yahoo's prior written consent, which consent shall not be
unreasonably withheld. Licensor will pay any and all costs, damages, and
expenses, including, but not limited to, reasonable attorneys' fees and
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costs awarded against or otherwise incurred by Yahoo or an Affiliate in
connection with or arising from any such claim, suit, action or proceeding. It
is understood and agreed that Yahoo does not intend and will not be required to
edit or review for accuracy or appropriateness any Licensor Content.
SECTION 6: LIMITATION OF LIABILITY.
EXCEPT AS PROVIDED IN SECTION 5, UNDER NO CIRCUMSTANCES SHALL LICENSOR,
YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF
THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT
LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
SECTION 7: TERM AND TERMINATION
7.1 Initial Term and Renewals. This Agreement will become effective as of the
Effective Date and shall, unless sooner terminated as provided below or as
otherwise agreed, remain effective for an initial term of twelve (12) months
following the first date of public availability of the Licensor Content on a
Content Page within a Yahoo Property (the "Initial Term"). After the Initial
Term, this Agreement will be automatically renewed for successive additional one
year periods ("Extension Terms"), unless otherwise terminated by either party by
giving notice to the other party not less than sixty (60) days prior to the end
of a Term. As used herein, the "Term" means the Initial Term and any Extension
Term(s).
7.2 Termination for Cause. Notwithstanding the foregoing, this Agreement may be
terminated by either party immediately upon notice if the other party: (w)
becomes insolvent; (x) files a petition in bankruptcy; (y) makes an assignment
for the benefit of its creditors; or (z) breach any of its obligations under
this Agreement in any material respect, which breach is not remedied within
thirty (30) days following written notice to such party.
7.3 Effect of Termination. Any termination pursuant to this Section 7 shall be
without any liability or obligation of the terminating party, other than with
respect to any breach of this Agreement prior to termination. The provisions of
Sections 5, 6, 7, 8, 9, 10, and this Section 7.3 shall survive any termination
or expiration of this Agreement.
SECTION 8: OWNERSHIP.
8.1 By Licensor. Yahoo acknowledges and agrees that: (i) as between Licensor on
the one hand, and Yahoo and its Affiliates on the other, Licensor owns all
right, title and interest in the Licensor Content and the Licensor Brand
Features; (ii) nothing in this Agreement shall confer in Yahoo or an Affiliate
any right of ownership in the Licensor
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Content or the Licensor Brand Features; and (iii) neither Yahoo or its
Affiliates shall now or in the future contest the validity of the Licensor Brand
Features. No licenses are granted by either party except for those expressly set
forth in this Agreement.
8.2 By Yahoo. Licensor acknowledges and agrees that: (i) as between Licensor on
the one hand, and Yahoo and its Affiliates on the other, Yahoo or the Affiliates
own all right, title and interest in any Yahoo Property and the Yahoo Brand
Features; (ii) nothing in this Agreement shall confer in Licensor any license or
right of ownership in the Yahoo Brand Features; and (iii) Licensor shall not now
or in the future contest the validity of the Yahoo Brand Features. No licenses
are hereby granted by Yahoo. Yahoo or its Affiliates shall own all derivative
works created by Yahoo from the Licensor Content, including the Content Pages,
pursuant to this Agreement, to the extent such is separable from the Licensor
Content.
SECTION 9: PUBLIC ANNOUNCEMENTS.
The parties will cooperate to create any and all appropriate public
announcements relating to the relationship set forth in this Agreement. Neither
party shall make any public announcement regarding the existence or content of
this Agreement without the other party's prior written approval and consent.
SECTION 10: NOTICE; MISCELLANEOUS PROVISIONS.
10.1 Notices. All notices, requests and other communications called for by this
agreement shall be deemed to have been given immediately if made by telecopy or
electronic mail (confirmed by concurrent written notice sent first class U.S.
mail, postage prepaid), if to Yahoo at 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxx
Xxxxx, XX 00000, Fax: (000) 000-0000 Attention: Vice President (e-mail:
xxxxxxxx@xxxxx.xxx), with a copy to its General Counsel (e-mail:
xxxxxx@xxxxx.xxx), and if to Licensor at the physical and electronic mail
addresses set forth on the signature page of this Agreement, or to such other
addresses as either party shall specify to the other. Notice by any other means
shall be deemed made when actually received by the party to which notice is
provided.
10.2 Miscellaneous Provisions. This Agreement will bind and inure to the benefit
of each party's permitted successors and assigns. Neither party may assign this
Agreement, in whole or in part, without the other party's written consent;
provided, however, that: (i) either party may assign this Agreement without such
consent in connection with any merger, consolidation, any sale of all or
substantially all of such party's assets or any other transaction in which more
than fifty percent (50%) of such party's voting securities are transferred. Any
attempt to assign this Agreement other than in accordance with this provision
shall be null and void. This Agreement will be governed by and construed in
accordance with the laws of the State of California, without reference to
conflicts of laws rules, and without regard to its location of execution or
performance. If any provision of this Agreement is found invalid or
unenforceable, that provision will be enforced to the
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maximum extent permissible, and the other provisions of this Agreement will
remain in force. Neither this Agreement, nor any terms and conditions contained
herein may be construed as creating or constituting a partnership, joint venture
or agency relationship between the parties. No failure of either party to
exercise or enforce any of its rights under this Agreement will act as a waiver
of such rights. This Agreement and its exhibits are the complete and exclusive
agreement between the parties with respect to the subject matter hereof,
superseding and replacing any and all prior agreements, communications, and
understandings, both written and oral, regarding such subject matter. This
Agreement may only be modified, or any rights under it waived, by a written
document executed by both parties. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute a single
instrument. Execution and delivery of this Agreement may be evidenced by
facsimile transmission.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
YAHOO! INC. LICENSOR
By:/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxx
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Xxxxx Xxxxxxxx, Vice President
Title: Business Development Title: President
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Address: 0000 Xxxxxxx Xxxx Xxx.000 Address: 0000 Xxxxxxxx Xxxx #000
-------------------------------- ------------------------
Xxxxx Xxxxx, XX 00000 Xxxxxxxx, XX 00000
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Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
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E-mail: xxxxx@xxxxx-xxx.xxx E-mail: xxxxxxx@xxxxxxxxxx.XXX
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EXHIBIT A
DEFINITIONS
"Advertising Rights" shall mean the advertising and promotional rights
sold or licensed with respect to Content Pages.
"Affiliates" shall mean any company or any other entity world-wide,
including, without limitation, corporations, partnerships, joint ventures, and
Limited Liability Companies, in which Yahoo owns at least a twenty percent
ownership, equity, or financial interest.
"Content Pages" shall mean those pages in the Yahoo Property that
contain Licensor Content and that are co-branded with both Licensor Brand
Features and Yahoo Brand Features.
"Enhancements" shall mean any updates, improvements or modifications
made to, or derivative works created from, the Licensor Content by Licensor.
"Intellectual Property Rights" shall mean all rights in and to trade
secrets, patents, copyrights, trademarks, know-how, as well as moral rights and
similar rights of any type under the laws of any governmental authority,
domestic or foreign.
"Internet" shall mean the collection of computer networks commonly
known as the Internet, and shall include, without limitation, the World Wide
Web.
"Licensor Brand Features" shall mean all trademarks, service marks,
logos and other distinctive brand features of Licensor that are used in or
relate to the Licensor Content, including, without limitation, the trademarks,
service marks and logos described in Exhibit B hereto.
"Licensor Content" shall mean, collectively, all materials, data, and
similar information collected and owned by Licensor, which is a collection of
HTML files and certain related scripts, as further described in Exhibit B
attached hereto, including, without limitation, all Enhancements.
"Yahoo Brand Features" shall mean all trademarks, service marks, logos
and other distinctive brand features of Yahoo that are used in or relate to a
Yahoo Property, including, without limitation, the trademarks, service marks and
logos described in Exhibit B.
"Yahoo Properties" shall mean any Yahoo branded or co-branded media
properties, including, without limitation, Internet guides, developed in whole
or in part by Yahoo or its Affiliates and distributed or made available by Yahoo
or its Affiliates over the Internet.
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EXHIBIT B
LICENSOR CONTENT
For current employment listings available in the XxxxXxxxxx.XXX
(xxxx://xxx.xxxxxxxxxx.xxx) database which meet Yahoo!'s specification (outlined
on the URL below), which XxxxXxxxxx.XXX will send to Yahoo!, XxxxXxxxxx.XXX
agrees to provide Yahoo!, as a minimum, the following information (for further
details regarding industry and function codes, please see
xxxx://xxxxxxxxxxx.xxxxx.xxx/xxxxxxxxxxxx/xxxxxxxxxx.xxxx):
* Company Name
* Job Location (either zipcode or city/state)
* Industry Code
* Job Title
* Function Code
* Responsibilities
* Requirements (desired) and Requirements (minimum) as available
* Contact Information: either phone, fax, postal mailing address, email
information or any combination of these in fields which correspond to the Yahoo!
Classifieds specification.
In addition to the delivery of the fields above, XxxxXxxxxx.XXX agrees to the
following:
* To provide complete information in each field, including Responsibilities, not
to exceed 2000 bytes in any one field.
* To provide accurate mappings for both Industry and Function codes.
* To remove from its listings feed those listings which Yahoo! does not approve
as being complete and accurately mapped.
LICENSOR BRAND FEATURES
XxxxXxxxxx.XXX
XxxxXxxxxx.XXX Related Logos
YAHOO BRAND FEATURES
Yahoo!
Yahoo related logos
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EXHIBIT C
DELIVERY AND TECHNICAL SPECIFICATIONS
Licensor Agrees To:
1. Make available to Yahoo! the Licensor content specified in Exhibit B,
according the format found at
xxxx://xxxxxxxxxxx.xxxxx.xxx/xxxxxxxxxxxx/xxxxxxxxxx.xxxx.
2. Allow Yahoo! to include Licensor content in the relevant areas of
Yahoo!'s network of properties.
3. Update at least weekly all information provided to Yahoo! to ensure the
accuracy and timeliness of all data offered by this service.
4. Place a "Back to Yahoo! Classifieds" logo and link to Yahoo!
Classifieds on pages which reside on the XxxxXxxxxx.XXX site pointed
to from Yahoo! Classifieds.
5. Maintain its current level of advertising on Yahoo! for the term of
this agreement ($240,000/year minimum during this term).
Yahoo! Agrees To:
1. Place the XxxxXxxxxx.XXX employment listings within the Yahoo!
Classifieds service.
C. Format of Content Delivery:
FTP (file transfer protocol)
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EXHIBIT D
LINKS
During the Term of this Agreement, all links that exist between Yahoo!
Classifieds and XxxxXxxxxx.XXX will be maintained in the following manner:
LOCATION OF LINK LINK TO WHERE SPECIFICS OF LINK
At the bottom of each listing To Licensor web page with This will be a text link
provided by Licensor to Yahoo! further details on the specific determined by Yahoo!; the link
Classifieds, within the Yahoo! job being advertised. will currently read "more listing
Classifieds site. At the top of detail"
every page on XxxxXxxxxx.XXX
which has been linked to from Link back to Yahoo! Employment This is a Yahoo! Classifieds logo
Yahoo! Classifieds. On the Classifieds. which links back to Yahoo!
partner / alliance page/s of Employment Classifieds.
XxxxXxxxxx.XXX.
Link to Yahoo! Employment This is a Yahoo! Classifieds logo
Classifieds. which links back to Yahoo!
Employment Classifieds.
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