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Exhibit 10.31
AGREEMENT BETWEEN FOX SPORTS AMERICAS U.S. L.P. AND XXXXXXX.XXX, INC.
This Agreement (the "Agreement") is entered into effective April 5, 1999
between Fox Sports Americas U.S. L.P., a Delaware limited partnership to be
converted to Fox Sports World Espanol LLC, a Delaware limited liability company
("Fox"), and Xxxxxxx.xxx, Inc., a Nevada corporation ("Quepasa"), relating to
the establishment and operation of an Internet web site related to the Copa
America soccer tournament and the exchange of advertising and promotional
considerations as set forth below.
RECITALS
X. Xxx owns and operates Fox Sports World Espanol ("FSWE"), a
Spanish-language, sports-related television programming service distributed
throughout the United States of America. A third party owns and operates
xxxx.xxx, an Internet web site (the "FSWE Site") that provides sports
information in English and Spanish. Fox represents that it has the right to use
the registered and unregistered trademark(s), service xxxx(s), logos and trade
name(s) listed on Exhibit A (collectively, the "Fox Marks") in connection with
FSWE.
B. Quepasa owns and operates an Internet web site, "Xxxxxxx.xxx" (the
"Quepasa Home Page"), which provides English- and Spanish-language information
and acts as a portal to the World Wide Web for visitors to the Quepasa Home
Page. In connection with these activities, Quepasa has adopted and is using
certain registered and unregistered trademark(s), service xxxx(s), logo(s) and
trade name(s) listed on Exhibit B (collectively, the "Quepasa Marks").
C. The parties wish to establish and operate an Internet web site,
"xxxxxxxxxx0000.xxx" (the "Event Web Site"), related to the Copa America 1999,
a soccer tournament that is scheduled to take place June 29 - July 18, 1999 (the
"Copa America") (a schedule of the Copa America is attached hereto as Exhibit
C).
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties agree as follows:
1. TERM
The term of this Agreement commenced effective April 5, 1999 and will
continue through December 31, 1999 (the "Term"), unless earlier terminated by
Fox in accordance with Section 5 below. Upon Quepasa's acceptance of the Year
2000 Plan (as defined in Section 2.5 below), the Term will be extended for one
year, until December 31, 2000.
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2. QUEPASA RIGHTS
2.1 QUEPASA RIGHTS DURING THE TERM. Fox plans to:
2.1.1 Make available matches of the Copa America on pay-per-view
television ("Copa Pay-Per-View"). In each Copa Pay-Per-View match, Quepasa will
be entitled to:
(A) present the opening and closing billboard;
(B) two (2) on-screen displays of the Quepasa Logo, of three
continuous minutes each, next to or near the game clock (one display
during each half); and
(C) one (1) on-air mention (including graphic) after the conclusion
of each match directing viewers to the Event Web Site for the Copa
Pay-Per-View broadcast schedule and complete Copa America coverage.
2.1.2 Telecast all other matches of the Copa America on FSWE
(including one (1) semi-final match and the championship match). In each Copa
America match telecast live on FSWE, Quepasa will be entitled to:
(A) air two (2) 30-second commercial announcements, which
announcements shall be produced by and provided to Fox by Quepasa,
and subject to approval by Fox;
(B) present the opening and closing billboard;
(C) two (2) on-screen displays of the Quepasa Logo, of three
continuous minutes each, next to or near the game clock (one display
during each half); and
(D) two (2) on-air mentions (including graphic) after the conclusion
of each match directing viewers to the Event Web Site for the FSWE
broadcast schedule and complete Copa America coverage.
2.1.3 Replay all matches of the Copa America on FWSE after the
Tournament's conclusion. In each Copa America match telecast delayed on FSWE,
Quepasa will be entitled to:
(A) air two (2) 30-second commercial announcements, which
announcements shall be produced by and provided to Fox by Quepasa,
and subject to approval by Fox;
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(B) present the opening and closing billboard;
(C) two (2) on-screen displays of the Quepasa Logo, of three
continuous minutes each, next to or near the game clock (one display
during each half); and
(D) one (1) on-air mention (including graphic) after the conclusion
of each match directing viewers to the Event Web Site for the FSWE
broadcast schedule and complete Copa America coverage.
2.1.4 On or about June 15, 1999, provide a Spanish-language preview
guide of the Copa America (the "Preview Guide") for placement on the Event Web
Site. The Preview Guide will include, as Fox deems appropriate, historical
information about the Copa America, a team-by-team overview of the 1999
participants and bios of key players. The Preview Guide and any updates thereto
will be delivered to Quepasa via e-mail to the following address:
Xxxx@xxxxxxx.xxx.
2.1.5 Provide a total of fifty-four (54) Spanish-language match
preview and summary articles for placement on the Event Web Site in connection
with the matches played during the Copa America (the "Match Articles"). Fox will
also provide two (2) Spanish-language general Copa America updates (the "Copa
America Updates"), one each on July 8 and 15, 1999. The Match Articles and Copa
America Updates shall average no fewer than 300 words each, and will be
delivered each day during the Copa America via e-mail to the following address:
Xxxx@xxxxxxx.xxx
2.1.6 Furnish a cash prize in the amount of US$10,000.00 and
merchandise prizes as selected by Fox in its sole discretion in connection with
the contest currently designated "Copa America 1999 Consumer Sweepstakes
Presented by Fox Sports World Espanol and Xxxxxxx.xxx" (the "Copa Promotion
#1"). In connection with the Copa Promotion #1 Fox will:
(A) create a promotional announcement, including the Quepasa Logo,
which will direct viewers to enter the Copa Promotion #1 (the "Copa
Promotion #1 Announcement"). The Copa Promotion #1 Announcement
shall be aired a minimum of 200 times between May 15, 1999 and July
1, 1999 on either FSWE or Fox Sports World as determined by Fox in
its sole discretion;
(B) place print advertisements, including the Quepasa Logo,
announcing the Copa Promotion #1 (the "Copa Promotion #1
Advertisements"). During the period beginning June 21, 1999 and
ending July 18, 1999, Fox will place one (1) weekly Copa Promotion
#1 Advertisement in the sports sections of each of the following
newspapers: "La Opinion" (Los Angeles, California); "Nuevo Mundo"
(San Jose, California); "Nuevo Herald" (Miami, Florida); "El Diario"
(New York, New
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York); "La Semana" (Houston, Texas); "El Periodico" (San Antonio,
Texas) and "Exito" (Chicago, Illinois); and
(C) administer the registration of the contest, processing of all
entries, selection of winners and awarding of prizes.
2.1.7 Furnish a cash prize in the amount of US$25,000.00 and
merchandise prizes as selected by Fox in connection with the contest currently
designated "Copa America 1999 Challenge Presented by Fox Sports World Espanol
and Xxxxxxx.xxx" (the "Copa Promotion #2"). In connection with the Copa
Promotion #2 Fox will:
(A) create a promotional announcement, including the Quepasa Logo,
which will direct viewers to visit the Event Web Site to enter the
Copa Promotion #2 (the "Copa Promotion #2 Announcement"). The Copa
Promotion #2 Announcement shall be aired a minimum of 200 times
between May 15, 1999 and July 1, 1999 on either FSWE or Fox Sports
World as determined by Fox in its sole discretion; and
(B) administer the registration of the contest and the awarding of
prizes.
2.1.8 Furnish to its affiliates for distribution to targeted
Hispanic communities at least 600,000 printed promotional pieces (which may
include doorhangers and/or other collateral materials) promoting the Copa
Pay-Per-View matches, which will include the Quepasa Logo.
2.1.9 Integrate a Quepasa-sponsored feature entitled "El Minuto Copa
America" (the "Feature") into the "Fox Sports Noticias" program on each of the
fifteen (15) match days during the Copa America.
2.2 ADDITIONAL MEDIA ELEMENTS. Fox also will make available to Quepasa:
2.2.1 One (1) 30-second commercial announcement each day in "Fox
Sports Noticias" on FSWE for 39 consecutive weeks beginning on April 19, 1999.
2.2.2 Two (2) 30-second commercial announcements during FSWE's
weekly telecasts of South American Soccer for 39 weeks beginning on April 19,
1999, during which telecasts Quepasa will be entitled to:
(A) present the opening and closing billboards in each match; and
(B) two (2) on-screen displays of the Quepasa Logo next to or near
the game clock for a total of six (6) minutes of on-screen time per
match (three minutes during each half).
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2.3 WIRE SERVICE CONTENT. Fox will reimburse Quepasa for up to US$7,500.00
of its out-of-pocket costs of acquiring Spanish-language Copa America news and
real-time scoring updates from a wire service that is unrelated to Quepasa, upon
the submission by Quepasa of an invoice therefor accompanied by appropriate
evidence of payment acceptable to Fox.
2.4 YEAR 2000 PLAN. Fox may, at its option, on or before October 15, 1999,
deliver to Quepasa a proposal for additional advertising and promotional
considerations for the calendar year 2000 similar to that provided by the
parties during the Term (the "Year 2000 Plan"). Within ten days of receipt of
the Year 2000 Plan, Quepasa will notify Fox of its acceptance or rejection of
the Year 2000 Plan. If Quepasa accepts the Year 2000 Plan, the parties will
operate pursuant to the Year 2000 Plan on and after January 1, 2000.
2.5 SPONSORSHIP CATEGORY EXCLUSIVITY. During the Term, Quepasa will be the
only Internet search engine or portal that will have the right to advertise on
FSWE in the United States of America. To the extent that, at any time during the
Term, Fox controls the placement of advertising on the FSWE Site, Fox will give
Quepasa the right to match any offer received by Fox from the owner of any other
Internet search engine or portal for advertising placement on the FSWE Site,
which right shall be exercised by Quepasa within 48 hours after having received
written notice from Fox of any such offer. Any failure by Quepasa to respond to
such notice shall be deemed a refusal to match.
3. QUEPASA RESPONSIBILITIES
3.1 FEE/PAYMENTS. Quepasa shall pay to Fox a total net fee of
US$424,983.00 (US$499,980.00 less 15% agency commission) (the "Fee"). The Fee
shall be paid in four (4) equal installments of US$106,245.75, which shall each
be due on the following dates: (a) May 1, 1999; (b) July 1, 1999; (c) September
1, 1999; and November 1, 1999. All amounts payable pursuant to this Agreement
will be payable in U.S. dollars at the payee's address for notices, without any
deductions whatsoever, including for taxes, withholding, funds transfer fees or
commissions. Any amount payable pursuant to this Agreement that is not paid when
due will bear interest at the rate of 18% per annum (or, if lower, the maximum
rate permitted by applicable law) from the date it first became due. Failure to
strictly comply with any or all of the above payment terms shall constitute a
material breach of this Agreement, the payment shall immediately be deemed past
due, and Fox shall have the immediate right, in its sole discretion, to
terminate this Agreement and/or revoke the sponsorship category exclusivity
granted under Section 2.5 above.
3.2 OBLIGATIONS DURING THE TERM. Throughout the Term Quepasa will:
3.2.1 Provide Fox with a first-position link from the Event Web Site
and
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from the sports section of the Quepasa Home Page to the FSWE Site or another Fox
Internet web site designated by Fox from time to time. The Quepasa Home Page
link shall be maintained throughout the Term.
3.2.2 Administer the Copa Promotion #2 on the Event Web Site in
accordance with the Official Rules (which will be provided by Fox), including
the processing of all contest entries (the Copa Promotion #2 shall be void in
the state of Florida), tracking and daily reporting of participant standings and
timely determination of all contest winners.
3.2.3 Provide prominent banner advertisement placement for the FSWE
Site or another Internet web site designated by Fox on the Quepasa Home Page
throughout the Term.
3.2.4 Enter into an agreement with an appropriate wire feed news
agency, on terms standard in that industry, for the provision of
Spanish-language Copa America news and real-time scoring updates for inclusion
on the Event Web Site.
3.2.5 Develop and administer the Event Web Site, including but not
limited to:
(A) conduct end-to-end design, programming and technological
development of the Event Web Site, and provide all required
technical and personnel expertise, including deploying all required
hardware, software and data connectivity elements to manage, produce
and host the Event Web Site;
(B) obtain Fox's prior written approval with respect to the design
and content of the Event Web Site. Quepasa agrees to remove material
from the Event Web Site which Fox objects to for any legitimate
business purpose, provided that such objection is made in writing or
e-mail by Fox;
(C) regularly remove any errors or "bugs" from the Event Web Site
and related elements to ensure error-free functioning on a
consistent basis;
(D) provide technical and design maintenance and repair for the
Event Web Site;
(E) at no additional cost to Fox, provide Fox with daily written
traffic reports with respect to the Event Web Site;
(F) update the Event Web Site no less frequently than three (3)
times each 24 hours;
(G) manage and maintain any and all special events on the Event Web
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Site, including, without limitation, the Copa Promotion #2;
(H) refrain from linking the Event Web Site to any other Internet
web page or site (other than the site designated by Fox) without
Fox's prior written consent;
(I) insert and integrate advertising into the Event Web Site,
subject to Fox's approval;
(J) insure that no advertising of liquor or tobacco products is
included on the Event Web Site;
(K) insure that the Event Web Site includes conditions of use
standard in the industry, warnings against use of proprietary
material and appropriate trademark and copyright notices;
(L) maintain sufficient server and telecommunications capacity so
that the Event Web Site is consistently linked to the Internet by a
dedicated T1 or better connection, is capable of functioning in
conjunction with a variety of web browsers, has consistent function
and appearance among the pages of the site and is technically
capable of accommodating at least five (5) million visits per hour;
and
(M) insure that the Event Web Site does not contain any illegal,
indecent, obscene, pornographic or defamatory material or any
material that would violate the intellectual property rights of
others.
4. USE OF TRADEMARKS; OWNERSHIP OF INTELLECTUAL PROPERTY. For the purposes
of this Section 4, the Quepasa Marks and the Fox Marks are collectively called
the "Licensed Marks."
4.1 FOX LICENSE. Fox grants to Quepasa the non-exclusive right to use the
Fox Marks during the Term solely in connection with the activities described in
this Agreement, including links from the Event Web Site and the sports section
of the Quepasa Home Page to the Internet web sites designated by Fox. Quepasa
will set forth any trademark notice that Fox may require in connection with
Quepasa's use of the Fox Marks hereunder. Quepasa will use the marks throughout
the Term in compliance with the quality standards and specifications of which
Fox gives Quepasa notice.
4.2 QUEPASA LICENSE. Quepasa grants to Fox the non-exclusive right to use
the Quepasa Marks during the Term solely in connection with the activities
described in this Agreement, including telecasts of Copa America matches and
links from the FSWE Site to the Event Web Site. Fox will set forth any trademark
notice that Quepasa may require in connection with Fox's use of the Quepasa
Marks hereunder. Fox will use the marks throughout the Term in compliance with
the quality standards and specifications
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of which Quepasa gives Fox notice.
4.3 RESERVATION OF RIGHTS. Each party acknowledges the other's exclusive
right, title and interest in and to such party's trade and service marks, all
goodwill associated therewith and all rights relating thereto, and will not at
any time do or cause to be done any act or thing contesting or in any way
impairing or tending to impair any part of the Licensed Marks, or the owner's
rights in and to such marks. Any use of the Licensed Marks under this Agreement
will inure to the benefit of the owner. Each party will notify the other if it
becomes aware of any third-party use which might infringe on any of the Licensed
Marks. The owner of the infringed xxxx xxx then decide, in its sole discretion,
whether to pursue any available remedy against that third party, and the other
party will cooperate with the owner in any such action at the owner's expense.
4.4 APPROVAL OF USE; TERMINATION OF APPROVAL. Prior to any proposed use of
the Licensed Marks under this Agreement, the party wishing to use the Licensed
Marks belonging to the other will submit to the owner for approval all Internet
web pages, labels, advertising, promotional material and other material
(collectively the "Materials") on or in which any Licensed Xxxx would appear in
any form (whether alone or in combination with any other material). The owner of
the Licensed Xxxx will, within ten days after receipt of the Materials, notify
the requesting party of the owner's approval or disapproval of such use. If
disapproved, the owner will provide a description of what can be done, if
anything, to gain approval of any disapproved Material. The disapproved
Materials will be resubmitted to the owner of the Licensed Xxxx for approval
prior to any use. Once specific Materials, including any and all Licensed Marks
or similar marks, have been approved for a specific use by the owner of such
Licensed Xxxx, the other party thereafter may continue to use such Material
(unless such approval is thereafter specifically withdrawn by the owner, in its
sole discretion), during the Term in accordance with the terms of the approval
granted. Any failure to strictly comply with the provisions of this Section
shall be deemed a material breach of the Agreement.
4.5 PROHIBITION AGAINST REGISTRATION OR USE OF SIMILAR TRADEMARKS. Quepasa
shall not attempt to register any trademark, service xxxx or trade name which is
the same as, which contains or which is confusingly similar to or likely to be
confused with any of the Fox Marks ("Similar Marks") without the prior written
consent of Fox. To the extent Fox so consents, such Similar Xxxx shall be deemed
a Licensed Xxxx. Quepasa hereby acknowledges and agrees that any trademark,
service xxxx, logo or trade name that includes the word "Fox" or is a colorable
imitation of any of Fox's trademarks, service marks or logos shall be considered
a Similar Xxxx.
4.6 OWNERSHIP OF CONTENT. Except as specifically provided in this
Agreement, Fox retains all rights, including copyright and trademark, in and to
the Event Web Site and telecast content supplied by it pursuant to this
Agreement in all forms and media.
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5. TERMINATION
5.1 A party may terminate this Agreement (except for the obligation to pay
any fees, other sums or other consideration past due hereunder and obligations
of indemnification contained herein) at any time (i) if the other party
materially breaches this Agreement or any representation or warranty contained
herein and such breach is not cured within ten (10) days after the non-breaching
party gives notice of such breach or (ii) if the other party files any petition
in bankruptcy or insolvency or any such petition is filed against it and is not
dismissed within 60 days after such filing. Each party will give notice to the
other promptly if any event giving the other party the right to terminate this
Agreement is expected to occur or occurs.
5.2 If any rule, law or judicial or administrative order or decision
imposes limitations or restrictions relating to the Event Web Site or the
parties' obligations under this Agreement which, in Fox's opinion, makes it
illegal, inherently unprofitable or otherwise commercially impractical to
continue its performance under this Agreement, Fox may terminate this Agreement
upon ten (10) days' notice to Quepasa specifying such order, rule, law or
decision.
5.3 If an Event of Force Majeure (as defined in Section 10) materially
affecting Quepasa's performance of its obligations under this Agreement
continues for ten (10) or more consecutive days or thirty (30) days in the
aggregate, Fox may terminate this Agreement upon notice to Quepasa.
5.4 Upon termination of this Agreement, each party will immediately cease
use of the Licensed Marks of the other, and will, at the owner's option, return
or destroy all Materials containing the Licensed Marks of the other.
6. CONFIDENTIALITY; NONDISCLOSURE
Except as otherwise required by law, the terms and conditions of this
Agreement are to be held in strict confidence by Fox and Quepasa except to the
extent the parties' employees, officers, director, partners and agents need to
know such information for accounting, legal or reporting purposes or for
purposes of performing the party's obligations under this Agreement. Each party
will inform the persons to whom it discloses any such information of the
confidential nature of such information and will be responsible to the other
party for any improper disclosure thereof.
7. REPRESENTATIONS AND WARRANTIES
7.1 AUTHORITY. Quepasa represents, warrants and covenants to Fox that it
has all requisite rights and corporate or partnership power and authority to
enter into and perform this Agreement, that it is duly organized under the laws
of its jurisdiction of
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formation, has taken all necessary action to authorize the execution, delivery
and performance of this Agreement and this Agreement does not and will not
violate any provision of its constituent or governing documents or applicable
law or regulation or any material contract or other agreement to which it is a
party or by which it is bound.
7.2 NO ENCUMBRANCES AGAINST THE CONTENT. Quepasa represents, warrants and
covenants to Fox that there are, and will be, no claims, liens, encumbrances or
third party rights of any nature in, on or to any of the Quepasa Marks or the
content provided by Quepasa pursuant to this Agreement.
7.3 CLEARANCES; TRADEMARK, COPYRIGHT VIOLATIONS. Quepasa represents,
warrants and covenants to Fox that (i) Quepasa will obtain all licenses,
consents and permissions necessary for use of the content of the Event Web Site,
including the performance and use of any music included in such content, and
(ii) the content provided by Quepasa for inclusion on the Event Web Site
(including, without limitation, any still photographs or rolling video) or other
Fox programming services, including the sound and music synchronized therewith,
will not violate or infringe upon the trademark, trade name, copyright, patent,
literary, dramatic, music, artistic, persona, private, civil or property right,
right of privacy, or any other right of any person or entity or constitute a
libel or slander of any person or entity, and will not contain any unlawful
material.
7.4 ADVERTISING AND SPONSORSHIP MATERIAL. Each party represents, warrants
and covenants to the other that the advertising and sponsorship material it
supplies pursuant to this Agreement will not infringe any right of any other
person or entity or violate any applicable law.
7.5 LEGAL COMPLIANCE. Quepasa represents and warrants to Fox that it has
complied, and has caused its employees and agents to comply, with all laws and
regulations that are applicable to it in connection with the Event Web Site and
the transactions contemplated by this Agreement, and covenants that it will
continue to so comply and cause its employees and agents to so comply throughout
the Term. Quepasa shall ensure that the Event Web Site is created, maintained
and operated in accordance with all applicable laws, regulations and rules.
8. YEAR 2000 PREPARATIONS
If the Term continues beyond December 31, 1999, Quepasa will ensure that
all components, systems, software, equipment, facilities and other items related
to the Event Web Site are Year 2000 Ready in advance of that date. "Year 2000
Ready" means that the Event Web Site will be designed to be used prior to,
during and after the calendar year 2000, and that the Event Web Site will
operate properly at all levels, including microcode, firmware, application
programs, user interfaces, files and databases, during each such time period
without error or interruption.
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9. INDEMNITY
Quepasa will indemnify and hold harmless Fox and each of its officers,
directors, employees and agents from and against any and all liabilities,
damages, losses, claims and expenses, including reasonable attorney's fees and
expenses and costs of investigation ("Damages"), resulting from or arising out
of (i) any infringement of any third party intellectual property right or any
defamation, libel, slander or invasion of privacy caused by the programming
content provided for the Event Web Site by Quepasa, (ii) any breach of any
representation or warranty of Quepasa herein or (iii) any breach of any
agreement or covenant to be performed by Quepasa hereunder. In no event xxxx Xxx
be liable to Quepasa for any lost profits or special or consequential damages of
any type, whether foreseeable or unforeseeable.
10. FORCE MAJEURE
Notwithstanding anything herein contained to the contrary, Fox will not be
liable to Quepasa because of any failure by Fox to perform its obligations
hereunder, or any delay in performance, to the extent such failure is caused by
any event beyond its reasonable control, including but not limited to fire,
earthquake, flood, epidemic, accident, explosion, casualty, labor controversy
(including, without limitation, any strike or lockout), riot, civil disturbance,
act of a public enemy, embargo, war, act of God, governmental action or
inaction, the issuance of any executive or judicial order, failure or delay of
any transportation agency, breakdown or technical failure of equipment
(including, without limitation, satellites), which reasonably could not have
been avoided, cancellation of any Copa America match or withdrawal of any team
from the Copa America, any failure, without Fox's fault, to obtain material,
transportation, power or any other essential thing required for its performance
of this Agreement (an "Event of Force Majeure").
11. GENERAL PROVISIONS
11.1 TAXES. Quepasa acknowledges and agrees that Fox shall not pay, nor be
responsible for, any and all taxes (including but not limited to withholding and
value-added taxes), levies and charges (however denominated) imposed, levied or
assessed, whether now in effect or hereafter enacted, with respect of the Event
Web Site, any materials relating thereto, the distribution of the content of the
Event Web Site or any right or privilege to use the same, and any receipts,
fees, charges, monies or other sums received or payable in connection with the
exhibition and/or exploitation thereof whether or not billed to, or demanded of,
Quepasa or Fox.
11.2 ASSIGNABILITY. Fox may assign this Agreement, or all or any part of
its rights or obligations hereunder, to any affiliate. Quepasa may not assign
this Agreement or any of its rights or obligations hereunder to any person or
entity without the prior written consent of Fox. This Agreement will inure to
the benefit of each party and such party's successors and permitted assigns.
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11.3 NO PARTNERSHIP; NO THIRD PARTY BENEFICIARIES. Nothing contained in
this letter shall create any partnership or joint venture between the parties.
Neither party will hold itself out as having authority contrary to the terms of
this paragraph, and neither party will be or become liable to any third party by
any representation, act or omission of the other party contrary to the
provisions hereof. This Agreement is not for the benefit of any third party and
will not be deemed to give any right or remedy to any such party whether
referred to herein or not.
11.4 NO CONTINUING WAIVER. No waiver by either party of any breach hereof
will be deemed a waiver of any preceding, continuing or succeeding breach of the
same or any other provision hereof. Any waiver must be in writing and executed
by the party whose rights are waived.
11.5 NO EXCLUSIVITY. The relationship between Fox and Quepasa is
non-exclusive and, except as specifically provided herein, each party may engage
in similar businesses in any part of the world alone or with others.
11.6 GOVERNING LAW; JURISDICTION. This Agreement and all matters
collateral hereto will be governed by the laws of the State of California,
U.S.A. applicable to contracts made and fully performed therein, without giving
effect to any conflict of laws principles. Any legal proceeding relating to this
Agreement will be instituted and prosecuted solely in, and each party hereby
irrevocably submits to the exclusive jurisdiction of, the state and federal
courts located in the County of Los Angeles, State of California, U.S.A. unless
such an action or proceeding is required to be brought in another court to
obtain subject matter jurisdiction over the matter in controversy. The parties
agree that any such action or proceeding also may be brought, or a judgment
enforced, against such party wherever any assets of such party are located.
Quepasa hereby irrevocably designates, constitutes and appoints the Secretary of
State of California as its agent in the State of California upon whom all
summons, notices, pleadings and processes in any action or proceedings against
Quepasa may be served. Each of the parties hereby irrevocably waives any
objection that it may have now or hereafter to the laying of the venue of any
such action or proceeding in the manner provided in this paragraph.
11.7 NOTICES. All notices, requests, demands and other communications
given pursuant to this Agreement must be in writing and will be deemed to have
been duly given (a) if telescoped, when transmitted, as evidenced by a
transmission report containing confirmation of the time of such transmission and
number of pages sent, (b) if mailed by certified mail, when received, as
evidenced by the acknowledgment of receipt issued with respect thereto by the
applicable postal authorities, and (c) if delivered by hand or overnight
courier, when received, as evidenced by the signed acknowledgment of the person
to whom such notice or communication was addressed or such person's agent.
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All notices to Fox will be addressed as follows:
Fox Sports Americas U.S. L.P.
00000 Xxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxx, General Counsel and Vice President of
Business and Legal Affairs
Facsimile: (000) 000-0000
All notices to Quepasa will be addressed as follows:
Xxxxxxx.xxx
One Arizona Center
000 X. Xxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
11.8 ENTIRE AGREEMENT. This Agreement supersedes and cancels all prior
negotiations, understandings and agreements between the parties and contains all
of the terms agreed to by the parties with respect to the subject matter hereof.
No amendment will be valid unless in writing and executed by both parties.
Executed April 26th, 1999.
FOX SPORTS AMERICAS U.S. L.P. XXXXXXX.XXX, INC.
By: /s/ Xxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
_______________________________ _____________________________________
Title: VPGM Title: CEO
____________________________ _________________________________
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EXHIBIT A
THE FOX MARKS
FOX SPORTS WORLD
ESPANOL (Design) SN 75-614598 Filed 12/31/98
FOX SPORTS Reg. No. 2,220,625 Reg. 01/26/99
FOX SPORTS Reg. No. 2,219,078 Reg. 01/19/99
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EXHIBIT B
THE QUEPASA MARKS
Quepasa!com Ser. No. 75/614319 Filed 12/31/98, USPTO
Xxxxxxx.xxx Logo _______________ ______________________
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EXHIBIT C
COPA AMERICA '99 TOURNAMENT SCHEDULE*
DATE DAY MATCH PST EST TELECAST
---- --- ----- --- --- --------
June 29 Tuesday Peru vs. Japan 2:30P 5:30P PPV
Paraguay vs. Bolivia 5:00P 8:00P FSWE
June 30 Wednesday Chile vs. Mexico 2:30P 5:30P PPV
Brazil vs. Venezuela 4:30P 7:30P FSWE
July 1 Thursday Uruguay vs. Colombia 3:00P 6:00P PPV
Argentina vs. Ecuador 5:00P 8:00P PPV
July 2 Friday Peru vs. Bolivia 3:00P 6:00P PPV
Paraguay vs. Japan 5:00P 8:00P FSWE
July 3 Saturday Brazil vs. Mexico 11:00A 2:00P PPV
Chile vs. Venezuela 1:00P 4:00P FSWE
July 4 Sunday Uruguay vs. Ecuador 11:00A 2:00P PPV
Argentina vs. Colombia 1:00P 4:00P PPV
July 5 Monday Japan vs. Bolivia 3:00P 6:00P FSWE
Paraguay vs. Peru 5:00P 8:00P PPV
July 6 Tuesday Mexico vs. Venezuela 2:30P 5:30P PPV
Brazil vs. Chile 4:30P 7:30P PPV
July 7 Wednesday Colombia vs. Ecuador 3:00P 6:00P PPV
Argentina vs. Uruguay 5:00P 8:00P PPV
QUARTER-FINALS
July 10 Saturday 2nd Group A vs. 2nd Group B 11:00A 2:00P PPV
1st A vs. 2nd Best 3rd 3:30P 6:30P FSWE
July 11 Sunday 1st C vs. Best 3rd 10:30A 1:30P PPV
1st B vs. 2nd C 1:00P 4:00P PPV
SEMIFINALS
July 13 Tuesday Winner B vs. Winner C 5:00P 8:00P PPV
July 14 Wednesday Winner A vs. Winner 4:30P 7:30P FSWE
THIRD PLACE
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July 17 Saturday Loser E vs. Loser F 11:00A 2:00P FSWE
CHAMPIONSHIP FINAL
July 18 Sunday Winner E vs. Winner F 1:00P 4:00P FSWE
GROUP A GROUP B GROUP C
------- ------- -------
Paraguay Brazil Argentina
Peru Chile Uruguay
Japan Mexico Colombia
Bolivia Venezuela Ecuador
*Schedule Subject to Change
