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EXHIBIT 10.15
[LOGO]
NETSCAPE COMMUNICATIONS CORPORATION
U.S. ENGLISH-LANGUAGE NET SEARCH PROGRAM
DISTINGUISHED PROVIDER SERVICES AGREEMENT
Agreement No. 005064
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XxXx.xxx
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Full legal name of Distinguished Provider ("Distinguished Provider")
000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000
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Address of Distinguished Provider's City State Zip/Country
Principal Place of Business
Contact Person's Phone: 000-000-0000 Fax: 000-000-0000 E-mail xxxxx@xxxx.xxx
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Distinguished Provider is organized in the state of Delaware
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IMPORTANT NOTICE; UPON EXECUTION BY THE PARTIES, THIS NETSCAPE COMMUNICATIONS
CORPORATION ("NETSCAPE") U.S. ENGLISH LANGUAGE NET SEARCH PROGRAM-DISTINGUISHED
PROVIDER SERVICES AGREEMENT, OF WHICH THIS PAGE IS A COVER SHEET, ALLOWS
DISTINGUISHED PROVIDER TO PARTICIPATE IN THE NET SEARCH PROGRAM AS DESCRIBED
HEREIN. BY SIGNING THIS COVER SHEET, DISTINGUISHED PROVIDER AGREES TO ALL THE
TERMS AND CONDITIONS ATTACHED (COLLECTIVELY, THE "AGREEMENT"). FAILURE TO
COMPLY WITH THIS AGREEMENT MAY RESULT IN TERMINATION.
OBJECTIVE: To direct users of an Internet browser product ("Browser") to U.S.
English-language Internet search and directory services.
Distinguished Provider Category : Special Services
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Territory: United States
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Local Language: U.S. English
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Distinguished Period: 1 year, from October 29, 1998 (Launch) to May 31, 1999.
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Effective Date: Date of Netscape's Acceptance
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DISTINGUISHED PROVIDER NETSCAPE COMMUNICATIONS CORPORATION
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By: By:
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Name: Name:
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Title: Title:
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Date: Date of Acceptance ("Effective
-------------------------- Date")
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Address: 000 Xxxx Xxxxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, XX 00000
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DISTINGUISHED PROVIDER SERVICES TERMS AND CONDITIONS
1. Distinguished Provider. The entity ("Distinguished Provider") named on
the Cover Sheet to this agreement ("Agreement") provides a featured search
and directory service for the U.S. English-language HTML page accessible by the
public via the Internet at the Universal Resource Locator ("URL") xxxx://xxxx.
xxxxxxxx.xxx/xxxxxxx/xxxxxx, or such other URL as Netscape may designate from
time to time in writing (the "Page"). The page is part of the collection of
U.S. English-language HTML documents accessible by the public via the Internet
at the URL xxxx://xxxx.xxxxxxxx.xxx and/or at such other URL or URL's as
Netscape may designate ("Netscape's U.S. English-language Web Site"). The Page
may also be accessed by users of the Netscape-distributed English-language
version of the Browser by pressing or "clicking" on the Net Search Button, or
such other methods as Netscape may specify from time to time. Notwithstanding
the foregoing. Netscape reserves the right to determine other means whereby
users may access pages which provide Internet search and directory services
on Netscape's U.S. English-language Web Site including, but not limited to,
through the use of mirror sites and pointers based on a user's IP address, and
which pages are separate and distinct from the Page described in this Agreement.
2. Distinguished Period. Unless sooner terminated as provided for in this
Agreement, Netscape will maintain the Distinguished Listing (as defined below)
on the Page from the evening of October 29, 1998 until May 31, 1999
("Distinguished Period"). The parties may, upon mutual written agreement no
less than 30 days prior to the end of the Distinguished Period, extend the term
of this Agreement for an additional 12 month period upon terms and conditions
agreed to by the parties: provided, however, nothing contained herein shall
obligate either party to agree to extend the term of this agreement.
3. Exposure on Page. (a) Netscape will list Distinguished Provider's name in
the Distinguished Provider portion of the Page ("Distinguished Listing")(below
the logos of any Premier Provider participating in Netscape's Net Search
Program). Distinguished Provider shall retain all right, title and interest in
and to the Distinguished Listing. The specifications of the Distinguished
Listing and its placement on the Page are set forth on Exhibit A hereto.
Netscape may, upon notice to Distinguished Provider, (i) change the position of
the Distinguished Listing on the Page, (ii) revise Exhibit A, or (iii) redesign
or reconfigure Netscape's U.S. English-language Web Site, the Page and/or the
manner in which an end user interacts with any of the pages of Netscape's U.S.
English-language Web Site, and Distinguished Provider shall promptly (and in
any event, within no more than 1 week following receipt of the notice) supply
Netscape with a revised Distinguished Listing which conforms to the
specifications of the revised Exhibit A. (b) Netscape will produce the Page, as
set forth on Exhibit A which Exhibit Netscape may revise from time to time,
such that when an end user presses or "clicks" on the Distinguished Listing,
the end user's Browser will access/link ("Distinguished Link") Distinguished
Provider's applicable HTML page located at the applicable URL (as supplied by
Distinguished Provider) for such page on Distinguished Provider's Web site
("Distinguished URL"). Distinguished Provider hereby grants Netscape a
royalty-free worldwide license to use, display, perform, reproduce and
distribute the Distinguished Listing. Distinguished Link and Distinguished URL
and such other licenses with respect to the Distinguished Listing,
Distinguished Link and Distinguished URL necessary to fulfill the intention of
this Agreement. (c) Netscape will use reasonable commercial efforts to remedy
any material misplacement of the Distinguished Listing on the Page or any
material malfunctioning of the Distinguished Link under the control of
Netscape, provided Distinguished Provider will fully cooperate with Netscape to
remedy any such material malfunctioning or misplacement, and provided further
that Netscape shall not incur liability for any failure to remedy such material
malfunctioning or misplacement if such remedy is not within the reasonable
control of Netscape.
4. Fees and Taxes. (a) For the benefits provided to Distinguished Provider
during the Distinguished Period, Distinguished Provider shall pay Netscape in
accordance with the following tiered pricing based on clicks:
Tier 0: Up to 1,650 average Clicks per day = US$0.40 per click
Tier 1: 1,651-5,000 average Clicks per day during any month = US$20,000 per
month
Tier 2: 5,001-15,000 average Clicks per day during any month = US$30,000 per
month
Tier 3: 15,001-45,000 average Clicks per day during any month = US$40,000 per
month
Tier 4: 45,001-90,000 average Clicks per day during any month = US$50,000 per
month
Tier 5: 90,001 or more average Clicks per day during any month = US$60,000 per
month
("Click" means an action typically resulting from a user positioning his mouse
cursor on a clickable hyperlink and selecting or clicking on that hyperlink.
Clicks are counted as a redirection of a user's click through the Netscape
server access logs to the Distinguished Providers Page).
Netscape will invoice Distinguished Provider monthly based on the average
daily Clicks for the first month. If the average daily Clicks per month for
successive months is lower or higher than the initial month, Netscape will
provide an adjusted invoice accordingly. In the event a termination date falls
short of a full month, then Netscape will invoice Distinguished Provider
prorata for that portion of the month prior to termination. During the first
month only, Netscape will also provide Distinguished Provider with weekly Click
reports. (b) All amounts payable to Netscape must be paid in a single payment
within 30 days of the date of Netscape's invoice. All payments shall be made by
wire transfer or remittance in accordance with Netscape's instructions on such
invoice. Past due amounts shall bear interest at the lower of 1-1/2% per month
or the maximum rate allowed by law until paid in full. All payments by
Distinguished Provider are in U.S. Dollars and are exclusive of any applicable
taxes. Distinguished Provider shall pay, indemnify and hold Netscape harmless
from all import duties, customs fees, levies or imposts, and all sales, use,
value added, consumption, withholding or other taxes of any nature, other than
taxes on Netscape's net income, including penalties and interest, and all
government permit or license fees assessed upon or with respect to any payments
by Distinguished Provider (except to the extent Distinguished Provider provides
Netscape with a valid tax exemption certificate). If any applicable law
requires Distinguished Provider to withhold amounts from any payments to
Netscape hereunder, (i) Distinguished Provider shall effect such withholding,
remit such amounts to the appropriate taxing authorities and promptly furnish
Netscape with tax receipts evidencing the payments of such amounts, and
(ii) the sum payable by
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Distinguished Provider upon which the deduction or withholding is based shall
be increased to the extent necessary to ensure that, after such deduction or
withholding, Netscape receives and retains, free from liability for such
deduction or withholding, a net amount equal to the amount Netscape would have
received and retained in the absence of such required deduction or withholding.
5. Additional Distinguished Provider Benefits. (a) Every 3 months during the
Distinguished Period, Netscape will provide Distinguished Provider
at no charge with 500,000 page views of banner advertising service on
Netscape's U.S. English-language Web Site, as such services are described in
the Banner Advertising Terms and Conditions attached hereto as Exhibit C (or
such advertisement's equivalent, in Netscape's reasonable discretion) during
the Distinguished Period. The advertising shall be scheduled at Netscape's
discretion as inventory becomes available and shall end no later than the end
of the Distinguished Period; provided Distinguished Provider supplies Netscape
with the graphic files and other materials and information within the
timeframes and as set forth in the specifications of the applicable Netscape
advertising program and as reasonably requested by Netscape to produce the
advertisement. Distinguished Provider agrees to cooperate and work with
Netscape in connection with each design request. Distinguished Provider shall
enter into Netscape's standard form of advertising agreement. (b) During the
Distinguished Period, Distinguished Provider may purchase additional advertising
on Netscape's U.S. English-language Web Site for advertising that will run
during the Distinguished Period for the service of Distinguished Provider at a
discount of 10% off Netscape's then standard rates for such advertising.
6. "Netscape Now" Button Display. The following shall not apply as long as
Distinguished Provider has a policy of not accepting similar promotional
buttons or channels. Otherwise, in addition to the other obligations set forth
in this Agreement, Distinguished Provider will Display the "Netscape Now"
button prominently above the fold of either (i) Distinguished Provider's home
page on Distinguished Provider's Web site, or (ii) on all pages linked to the
Distinguished URL, and use best efforts to include the following statement (or
a statement designated by Netscape and generally used by Netscape as a
successor to the following statement or in connection with any successor
program to Netscape's Netscape Now program) next to the Netscape Now button:
"This site is best viewed with Netscape Communicator. Download Netscape Now!"
(or such higher non-beta version as is then available). Distinguished Provider
will produce the page such that when an end user presses or clicks on the
Netscape Now button (or such other button used in connection with any successor
program to the Netscape Now program), the end user's Internet client software
will access the applicable HTML page located at a URL supplied by Netscape. On
any page on which the Netscape Now button, or a successor button, is displayed,
the Netscape Now button shall be top-most and left-most, and equal to or
greater in size and prominence than the virtual button or other graphic for any
third party Internet client software or software provider. Distinguished
Provider shall use reasonable commercial efforts promptly to remedy any
misplacement of the Netscape Now button on its home page or other pages or any
malfunctioning of the button, provided Netscape will cooperate with
Distinguished Provider to remedy any such misplacement or malfunctioning, and
provided further that Distinguished Provider shall not incur liability for any
failure to remedy such misplacement or malfunctioning if such remedy is not
within the reasonable control of Distinguished Provider. In the event that
Netscape replaces the Netscape Now program with a successor program, Netscape
shall advise Distinguished Provider and Distinguished Provider shall produce the
page to conform to such successor program, provided Distinguished Provider's
obligations under such successor program shall not be materially increased.
Netscape hereby grants Distinguished Provider a nonexclusive, nontransferable,
nonassignable, nonsublicensable license to perform and display the Netscape Now
button directly in connection with fulfilling the foregoing obligation.
Distinguished Provider's use of the Netscape Now button shall be in accordance
with Netscape's reasonable policies regarding advertising and trademark usage
as established from time to time by Netscape, including the guidelines of the
Netscape Now Program published on Netscape's U.S. English-language Web Site.
Distinguished Provider acknowledges that the Netscape Now button is a
proprietary logo of Netscape and contains Netscape's trademarks. In the event
that Netscape determines that Distinguished Provider's use of the Netscape Now
button is inconsistent with Netscape's quality standards, then Netscape shall
have the right to suspend immediately such use of the Netscape Now button.
Distinguished Provider understands and agrees that the use of the Netscape Now
button in connection with this Agreement shall not create any right, title or
interest in or to the use of the Netscape Now button or associated trademarks
and that all such use and goodwill associated with the Netscape Now button and
associated trademarks will inure to the benefit of Netscape. Distinguished
Provider agrees not to register or use any trademark that is similar to the
Netscape Now button. Distinguished Provider further agrees that it will not use
the Netscape Now button in a misleading manner or otherwise in a manner that
could tend to reflect adversely on Netscape or its products.
7. Distinguished Provider Obligations. Distinguished Provider will: (a) Use at
least 1 current version of Netscape core Web server software product (currently
comprised of Netscape Enterprise Server) to maintain Distinguished Provider's
Web site and, if requested, provide Netscape of evidence of such use:
(b) Implement HTML Frames, layers, dynamic HTML pages, Java, JavaScript or the
then current client software technology (or subsequent features displayable by
the Browser, within the beta testing period of the availability of such
features) ("Site Features") for display with those Internet software clients
capable of displaying the site Features on (i) the Distinguished Provider's Web
site, provided that Distinguished Provider shall use reasonable commercial
efforts to implement the Site Features on Distinguished Provider's Web site in a
location and in a fashion as Netscape may agree, and (ii) at least 1 HTML page
located at the Distinguished URL (or on an HTML page located further down the
directory tree from the page located at the Distinguished URL; provided
Distinguished Provider will use reasonable efforts to implement the Site
Features as high in such directory tree structure as possible), and, where
appropriate, on all other HTML pages of Distinguished Provider's Web site:
provided Distinguished Provider shall not be required to implement the Site
Features on pages of any secondary Web site of Distinguished Provider that
Distinguished Provider is required to construct to satisfy Distinguished
Provider's obligations under any third party contract existing as of the
Effective Date of this Agreement. Netscape shall use reasonable commercial
efforts to help Distinguished Provider implement changes in order to comply with
new Site Features: (c) Include on the page served to an end user in conjunction
with the results of the end user's search query a "mailto" link which users of
Distinguished Provider's service can use to direct questions or help requests to
Distinguished Provider. Distinguished Provider will use reasonable efforts to
reply promptly, but in any event within 1 week, to any such question or help
request: and (d) Not provide or implement any means or functionality which would
(i) alter or modify, or enable end users to
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alter or modify, the Browser standard user Interface or configuration,
(ii) disable any functionality of the Browser or any other Internet browser
software, or (iii) modify the functioning of pages served from Netscape's U.S
English-language Web Site.
8. Usage Reports. (a) Distinguished Provider will provide Netscape, via
email to the email address set forth below, with usage reports ("Usage Reports")
containing the information and in the format set forth in Exhibit B hereto. The
Usage Reports shall be delivered within 15 days following the end of each month
during the Distinguished Period. The parties may, by mutual written agreement,
alter the content and format of the Usage Reports. (b) Netscape will provide
Distinguished Provider with monthly click reports within 15 days following the
end of each month during the Distinguished Period. Such reports will contain
the daily clicks for each day of that month, the monthly total of clicks and
the daily average of clicks for that month.
9. Termination. Either party may terminate this Agreement if the other party
materially breaches its obligations hereunder and such breach remains uncured
for 15 days following notice to the breaching party of the breach or as
otherwise provided in Section 10. At anytime during the first 28 calendar days
of the Distinguished Period, Distinguished Provider may terminate this
Agreement for convenience upon 7 days prior written notice to Netscape.
Thereafter, either party may terminate this Agreement for convenience upon 90
days prior written notice to the other party. Upon any termination or
expiration of this Agreement, Netscape shall immediately cease providing to
Distinguished Provider the benefits described herein, including, without
limitation, the benefits described in Sections 3 and 5 hereof.
10. Right to Refuse. Netscape will have the right to review the contents and
format of the HTML page located at the Distinguished URL and the Distinguished
Listing. If Netscape, in its sole discretion any any time determines that the
HTML page located at the Distinguished URL or the Distinguished Listing
contains any material, or presents any material in a manner, that Netscape
deems inappropriate for any reason. Netscape will inform Distinguished Provider
of the reason Netscape has made such determination and may (i) refuse to
include the Distinguished Listing in the Page, and/or (ii) immediately
terminate this Agreement if Distinguished Provider has not revised to
Netscape's reasonable satisfaction the HTML page located at the Distinguished
URL or the Distinguished Listing within 1 business day of written notice from
Netscape. If Netscape, in its sole discretion, at any time determines that the
Distinguished Provider's Web site contains any material, or presents any
material in a manner, that Netscape deems inappropriate for any reason,
Netscape may immediately terminate this Agreement upon notice to Distinguished
Provider. Netscape reserves the right to refuse to include in the Page any
Distinguished Listing that does not completely conform to the specification
set forth in Exhibit A.
11. Responsibility For Distinguished Listing. Distinguished Provider is solely
responsible for any liability arising out of or relating to (i) the
Distinguished Listing, Distinguished URL, or Distinguished Link (ii) any
material to which users can link through any of the foregoing, or (iii) any use
of Distinguished Provider's search and directory service pursuant to this
Agreement, (collectively, the "Services"). Distinguished Provider represents and
warrants that it holds the necessary rights to permit the use of the Services by
Netscape for the purpose of this Agreement and that the permitted use,
reproduction, distribution, or transmission of the Services and any material to
which users can link through the Services will not violate any criminal laws or
any rights of any third parties, including, but not limited to, 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 antidiscrimination law or regulation, or any other right of any person or
entity. Distinguished Provider agrees to indemnify Netscape and to hold Netscape
harmless from any and all liability, loss, damages, claims or causes of action
including reasonable legal fees and expenses that may be incurred by Netscape,
arising out of or related to Distinguished Provider's breach of any of the
foregoing responsibilities.
12. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR
NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE
LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER WHETHER IN
CONTRACT OR TORT OR ANY OTHER LEGAL THEORY IS LIMITED TO AND SHALL NOT EXCEED
THE PAYMENT DUE FROM DISTINGUISHED PROVIDER HEREUNDER. THE LIMITATIONS IN THIS
SECTION DOT NOT APPLY TO SECTION II (RESPONSIBILITY) OR SECTION 13
(CONFIDENTIALITY).
13. Confidentially. (a) "Confidential Information" shall mean this Agreement
(including but not limited to any monthly reports and invoices) and all
information a party discloses to the other which has been either
(i) characterized in writing as confidential at the time of its disclosure or
(ii) orally characterized as confidential at the time of disclosure, except for
information which the receiving party can demonstrate: (a) is previously
rightfully known to the receiving party without restriction on disclosure:
(b) is or becomes, from no act or failure to act on the part of the receiving
party, generally known in the relevant industry or public domain: (c) is
disclosed to the receiving party by a third party as a matter or right and
without restriction on disclosure: or (d) is independently developed by the
receiving party without access to the Confidential Information. Each receiving
party shall at all times, both during the term hereof and for a period of at
least 5 years after termination, keep in confidence all the disclosing party's
Confidential Information using a standard of care the receiving party uses with
its own information of this nature, but in no event less than reasonable care.
The receiving party shall not use the disclosing party's Confidential
Information other than in the course of its duties hereunder. Neither party
acquires any intellectual property rights under this Agreement or through any
disclosure hereunder, except the limited right to use such Confidential
Information in accordance with this Agreement. The Confidential Information
under this Agreement is delivered "AS IS" and all representations or
warranties, whether express or implied, including warranties or conditions for
fitness for a particular purpose, merchantability, title and non-infringement
are hereby disclaimed. Without the prior written consent of the disclosing
party, the receiving party shall not disclose the disclosing party's
Confidential Information except on a "need to know" basis to an employee or
contractor under binding obligations of confidentiality substantially similar to
those set forth herein. If a receiving party is legally compelled to disclose
any of the disclosing party's Confidential Information, then, prior to such
disclosure, the receiving party will (x) assert the privileged and confidential
nature of the Confidential Information and (y) cooperate fully with the
disclosing party in protecting against any such disclosure and/or obtaining a
protective order narrowing the scope of such disclosure and/or use of the
Confidential Information. In the event such protection is not obtained, the
receiving party shall disclose the
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Confidential Information only to the extent necessary to comply with applicable
legal requirements. The information contained in the Usage Reports provided
hereunder shall be deemed the Confidential Information of both parties. Either
party may use such Confidential Information internally, but shall not disclose
such Confidential Information to any third party. Notwithstanding the
foregoing, (a) Information contained in the Usage Reports which is available to
Netscape through other sources shall not be Distinguished Provider Confidential
Information; and (b) Netscape may aggregate the Information in the Usage
Reports with information from other sources, and the aggregated information
shall not be Distinguished Provider Confidential Information.
14. Records; Audit. Netscape shall maintain accurate records reflecting the
number of billable Clicks recorded on Netscape's server access logs. If an
audit finds Netscape has over billed XxXx.xxx. the overcharged amount will be
refunded immediately. At Distinguished Provider's expense, Distinguished
Provider shall have the right, at a mutually agreeable time during normal
business hours and upon at least 15 business days prior notice, to conduct an
audit to verify Click data upon which invoices are based.
15. General. (a) The parties hereto are independent contractors and shall
have no power or authority to bind the other party or to assume or create any
obligation or responsibility, express or implied, on behalf of the other party
or in the other party's name. This Agreement shall not be construed to create
or imply any partnership, agency, joint venture, or any other form of legal
association between the parties. (b) Distinguished Provider may not assign this
Agreement in whole or in part, by operation of law or otherwise, without
Netscape's prior written consent, and any attempted assignment of this
Agreement by Distinguished Provider without such consent will be null and void.
Netscape may assign this Agreement or its rights hereunder, or delegate its
duties hereunder. This Agreement shall apply to and bind any permitted
successor or assigns of the parties hereto. (c) Any dispute hereunder will be
negotiated between the parties commencing upon written notice from one party to
the other. Settlement discussions and materials will be confidential and
inadmissible in any subsequent proceeding without both parties' consent. If the
dispute is not resolved by negotiation within 45 days following such notice,
the parties will refer the dispute to non-binding mediation conducted by
JAMS/EndDispute. The parties will share the costs of mediation. If the dispute
is not resolved after 45 days of mediation, the parties will refer the dispute
to binding arbitration by JAMS/EndDispute in Santa Xxxxx County, California.
The results of any arbitration will be final and non-appealable, except that
either party may petition any court of competent Jurisdiction to review any
decision relating to intellectual property matters (including the scope of
license rights), vacating or modifying erroneous conclusions of law or findings
of fact not supported by substantial evidence. The arbitrator may fashion any
legal or equitable except punitive or exemplary damages, which both parties
waive. The arbitrator will render a written decision, which may be entered in
and enforced by any court of competent jurisdiction, but which will have no
preclusive effect in other matters involving third parties. The losing party
will pay the costs of the arbitration and the reasonable legal fees and
expenses of the prevailing party, as determined by the arbitrator. The parties
will jointly pay arbitration costs pending a final allocation by the
arbitrator. At any point in the dispute resolution process, either party may
seek injunctive relief preserving the status quo pending the outcome of that
process. Except as noted, the parties waive any right to judicial process.
California law, without regard to its conflict-of-law provisions, will govern
this Agreement. The U.S. Arbitration Act and JAMS/EndDispute rules will govern
the arbitration process. Absent fraudulent concealment, neither party may raise
a claim more than 3 years after it arises or any shorter period provided by
applicable statutes of limitations. (d) Neither party will be liable to the
other party for any failure or delay in performance caused by reasons beyond
such party's reasonable control, and such failure or delay will not constitute
a breach of this Agreement. (e) Any notices under this Agreement shall be in
English, in writing, and sent by confirmed facsimile internationally-recognized
express delivery service, or certified or registered mail, return receipt
requested, to the address specified in the Cover Sheet, or such other address
as the party specifies in writing. Notice by confirmed facsimile or express
delivery service will be deemed received and effective upon delivery. Notice by
certified or registered mail will be deemed received and effective 5 days after
dispatch. Notices to Netscape shall be to the attention of the Legal
Department, Netscape Communications Corporation, 000 Xxxx Xxxxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000. (f) The waiver of any breach or default of this
Agreement will not constitute a waiver of any subsequent breach or default, and
will not act to amend or negate the rights of the waiving party. (g) If one or
more of the provisions contained in this Agreement is determined to be invalid,
illegal or unenforceable in any respect under any applicable statute or rule of
law, then such provision will be considered inoperable to the extent of such
invalidity, illegality or unenforceability, and the remainder of this Agreement
will continue in full force and effect. The parties hereto agree to replace any
such invalid, illegal or unenforceable provision with a new provision that has
the most nearly similar permissible economic and legal effect. (h) This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. For purposes hereof, a facsimile copy of this Agreement, including
the Cover Sheet hereto, shall be deemed to be an original. Notwithstanding the
foregoing, the parties shall deliver original execution copies of this Agreement
to one another as soon as practicable following execution thereof.
(i) Distinguished Provider will not issue a press release regarding the
activities described in this Agreement without Netscape's prior written consent.
Distinguished Provider will not disclose the existence of this Agreement until
after Netscape publicly issues a press release regarding this Agreement.
(j) This Agreement is 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 verbal)
regarding such subject matter. This Agreement may only be modified, or any
rights under it waived, by a written document executed by both parties. (k) In
order to bind the parties to this Agreement, their duly authorized
representatives have executed the Cover Sheet to this Agreement.
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EXHIBIT A
NetSearch Distinguished Provider Program
Preliminary Specification - Subject to Change
Description:
Distinguished Providers will be listed under one of three columns on the Net
Search page. The column headings are probably: Explore the Web, Find a Business
or Person, Search for a Product or Service.
Maintenance:
The Net Search page will be updated every Thursday. Name or URL changes are due
a minimum of one week prior to the requested change date, and will be
implemented the following Thursday. Changes should be emailed directly to
Xxxxxx Xxxxx, xxxxxxxx@xxxxxxxx.xxx
Specifications:
Listings may not include any alteration in font face, style, size or color.
Listings should fit in the table attached (see Appendix A) without wrapping on
the reference platform. Wrapping will be checked on our "worst-case" system,
configured as follows: A PC running Windows 95, with the settings configured
for small fonts, resolution set at 640x480, and a Viewsonic P775 (17 inch)
monitor. We will use Netscape Navigator version 4.05, with the Proportional
Font set at 12pt Times New Roman, and the Fixed Font set at 10pt Courier New
(all default settings).
Net Search Distinguished Provider Description Pages
Description:
Three pages will be linked to from the headers of each of the Distinguished
Provider columns on the Net Search page. The pages themselves will include a
brief description of the category. They will also include brief descriptions
and a logo of each Distinguished Provider, listed in the same order as they are
listed on the Net Search page.
Specifications:
Copy: Seventy-five words or less in paragraph format. Please take this
opportunity to provide the user with helpful content by describing the
unique features that set your service apart, and avoid using directly
competitive terms, such as 'best', 'top', 'fastest', etc. For guidelines,
xxxx://xxx.xxxxx.xxx/xxxxxxxx/0000x.xxxx has some useful information,
especially the promotional writing vs. concise and objective writing.
Netscape reserves editorial rights to alter copy in any way deemed
necessary to keep the copy within Netscape's editorial style.
Logo: Logo must be less than 100 pixels wide and 70 pixels tall. In
addition, the height multiplied by the width must be less than or equal to
2500 pixels. (For example, if the logo is 100 pixels wide, it can only be
25 pixels tall. If the logo is 50 pixels wide, it can be 50 pixels tall. If
the logo is 35 pixels wide, it can be 70 pixels tall.)
URL: The description label and logo will link to each Distinguished
Provider's URL as listed in the Distinguished Provider column on the
NetSearch page itself. A different URL may be used as submitted by a
provider, with the condition that the URL is not a redirect that disables
the users ability to use the back button in the browser to get back to the
NetSearch page. In order that users who have rating or blocking software
installed and/or operating, we ask that our Distinguish Providers label
their site with an appropriate rating. Netscape software supports two types
of ratings labels, see Appendix B for an explanation and details.
Maintenance:
1
7
These three pages will be updated every Thursday. Logo or copy changes are
due a minimum of one week prior to the requested change date, and will be
implemented the following Thursday. Changes should be emailed directly to
Xxxxxx Xxxxx, xxxxxxxx@xxxxxxxx.xxx
Technical or production related questions should be directed to:
Xxxxxx Xxxxx
Producer, NetSearch
xxxxxxxx@xxxxxxxx.xxx
000-000-0000
2
