Exhibit 10.10
CUSTOM CONTENT SERVICE AGREEMENT
This Agreement is made on this 23rd day of August, 1999 between
XxxxxxxxxXxxxx.Xxx, Inc., headquartered at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000 (the Company) and Xxxxxxxxx Communications at 0000 Xxxxxx
Xxxxxxxxx/X-0, Xxxxx Xxxx, XX 00000 (the Client).
DEFINITIONS
A. "Information Service Providers" are news agencies that license and
supply news and information to the Company for distribution.
B. "Custom Content" is the dynamic placement of custom-tailored news and
information on the Client's web site via the Company's content engine
technology.
1. CUSTOM CONTENT SERVICE: The Client's web site, located at xxx.xxxx.xxx, will
receive new custom content each day in HTML format. The Company will design and
build a customized filter for the Client. The Client acknowledges that the
Company relies on the performance of information service providers (outside the
control of the Company) in order to provide the custom content service.
2. TERM: The term of this Agreement is one year from September 1, 1999. This
agreement will automatically renew for successive terms of one year after the
expiration of the initial term, unless the Client or the Company terminates the
agreement in writing to the other party, with at least ninety days written
notice.
3. ARCHIVE: The Client has the right to archive the custom content news and
information stories on the Client's web site for thirty (30) days after
delivery. All archive rights terminate upon termination of this Agreement and
the Client will delete all custom content news and information stories on the
Client's web site, including internet, extranet and/or intranet locations.
4. OWNERSHIP: The Company and its information service providers retain all
rights, title and interests, including copyright, in all material (including but
not limited to text, images and other multimedia data) provided or made
available as part of the custom content service. The Company warrants that it
maintains the necessary licenses, rights and powers to distribute the custom
content news and information received from the Company's information service
providers as set forth herein and that the Company's custom content provided
under this agreement does not and will not violate any rights of third parties.
5. ENHANCED NEWS COVERAGE: If the Company increases the number of information
service providers after the launch date and during the effective term of this
agreement, thus increasing the breadth of news coverage available to the Client,
the Company will notify the Client and the fee schedule stated herein will be
adjusted following a review with the Client at the time of notification. Client
has the option to refuse addition(s)/increase(s) in news, content and/or
information providers(s) and/or service(s) and have the fee schedule stated in
the Agreement at the time of commencement remain the same.
6. SERVICE INTERRUPTION: The Client shall notify the Company of any interruption
in service. The Company will correct any service interruption within one
business day unless such delay is precipitated by a force majeure as defined
herein.
7. WARRANTY: The service is provided on an "as is" basis, except as otherwise
provided herein. The Company and its information providers disclaim any and all
warranties, including but not limited to the implied warranties of
merchantability and fitness for a particular purpose, relating to this
agreement, the service, the custom content or performance under this agreement.
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8. PAYMENT: The Client will pay the Company the total amount of $12,000 which is
payable: one (1) payment of $3,000 for set-up (software $2,000 + filter fee (4 x
$250.00) = $3,000) and twelve (12) monthly installments of $750 for service
(twelve (12) monthly invoices due upon invoicing). Monthly service permits up to
125 stories to be published per month. Any stories published above and beyond
this initial level are subject to a per article charge of $7.50. Setup fees are
payable upon remittance of signed Agreement, but in no case will content be
delivered until setup fees are paid. Monthly content xxxxxxxx will begin when
SiteWare is delivered and operating normally on Client's side. Term will
commence on September 1, 1999.
9. LIMITATION OF LIABILITY: The Company and its information service providers
will not be liable to the Client or its end-users for any indirect, special,
exemplary or consequential damages, including lost profits, whether or not
foreseeable or alleged to be based on breach of warranty, contract, negligence
or strict liability, arising under this agreement or any performance under this
agreement, whether or not the Company or its information service providers had
any knowledge, actual or constructive, that such damages might be incurred.
10. RESTRICTIONS: The Client may not copy, re-license, re-sell, transfer, alter
the copyright or make available the custom content service to any entity other
than the Client's employees, subscribers or end-users on the Client's web site
or database.
11. GOVERNING LAW, JURISDICTION AND VENUE: This agreement is governed by the
laws of the State of New York without regard to principles of conflicts of laws.
The Company and the Client agree to submit to the jurisdiction of the United
States District Court for the Southern District of New York in respect of
litigation arising out of this agreement, waiving all affirmative and legal
defenses in respect of jurisdiction, forum and venue.
12. FORCE MAJEURE: Neither party shall be liable for any delay or failure to
perform under this Agreement if caused by conditions beyond its control but no
such event shall relieve the Client of its obligations to make payment to
Company. The affected performing party shall promptly notify the other party of
the nature and anticipated length of continuance of such force majeure. If such
failure continues for more than one month, either party may terminate this
agreement.
13. NOTICES: All notices under this Agreement must be made in writing and sent
via first class mail, facsimile or e-mail listed on the signature line of this
Agreement.
THE COMPANY
AGREED TO BY: /S/ XXXX XXXXXX
--------------------------
NAME/TITLE: XXXX XXXXXX/PRESIDENT
COMPANY: XxxxxxxxxXxxxx.xxx, Inc.
STREET ADDRESS 601 West 26th Street, l3th Floor
CITY, STATE ZIP Xxx Xxxx, XX 00000
DATE: 9/30/99
THE CLIENT
AGREED TO BY: /S/ XXXX XXXXXXXXX
-------------------------
NAME/TITLE: Xxxx Xxxxxxxxx/President
COMPANY: Xxxxxxxxx Communications
STREET ADDRESS 0000 Xxxxxx Xxxxxxxxx/X-0
XXXX, XXXXX XXX Xxxxx Xxxx, XX 00000
DATE: 9/30/99
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