Terms and conditions cover reporting; content license; representations,
warranties and convents; proprietary rights; indemnification, confidentiality;
disclosure; execution, entire agreement and governing law; and counterparts.
Reporting. 555-1212.com will provide to Company a report detailing
the number of impressions and click-throughs (a click-through shall be
defined as each occasion on which a visitor to the 555-1212.com Site clicks
on the creative materials and is thereby transferred to the Company Web
Content License. Each party grants to the other, and each accepts
a worldwide non-exclusive, royalty-free license during the term of this
Agreement to use, reproduce, electronically distribute, publicly display
and publicly perform any works of authorship, text and other copyrightable
works delivered by one party to the other for use in the Site the "Content").
Each party acknowledges that it will not acquire any right, title or interest
in or the Content delivered by the other, except as specifically provided
Representations, Warranties and Convents. Each party represents
and warrants to the other that it has the right to enter into this Agreement,
to grant the rights herein granted to the other and to perform its obligations
hereunder. Without limiting the generality of foregoing, each party represents
and warrants to the other that it has the right to all Proprietary Rights
(as defined below) to be provided or used under this Agreement and that
such provision or use of those Proprietary Rights will not violate any
laws or regulations, including, without limitation, copyright, trademark,
obscenity, privacy and defamation laws.
Proprietary Rights. Each party acknowledges that each party shall
remain the sole owner of its code, inventions, algorithms, all business
technical and financial information each obtains from the other, Marks
(as defined below), Content, any other intellectual property and other
proprietary data (the "Proprietary Rights") and that neither party shall
acquire any right, title or interest to the other's Proprietary Rights,
except as specifically set forth herein.
Indemnification. Company agrees, at its own expense, to indemnify,
defend and hold harmless 555-1212.com, its officers, directors, employees,
affiliates, agents, contractors, and its attorneys from and against any
claims, actions liabilities, damages, costs or expenses, including attorneys'
fees and costs incurred in defending against the same based on or arising
from any breach of any representation, warranty, covenant, or agreement
by 555-1212.com pursuant to this Agreement.
Confidentiality. Company agrees, that it shall hold in confidence
and shall not disclose (except as expressly allowed herein) any "Confidential
Information" of 555-1212.com. For purposes of this Agreement, Confidential
Information shall mean any information disclosed by 555-1212.com which
should reasonably be understood to be confidential or proprietary to Company,
including, without limitation, information regarding collaborative filtering
technologies, intellectual, technical, scientific or industrial nature,
and information that relates to 555-1212.com's products, designs, content,
subscribers, code, processes, business plans, business opportunities,
and business information including without limitation projections and
costs, pricing or market data, finances, research, development, know-how,
or personnel. Confidential Information, however, does not include information
that: (1) is now or subsequently becomes generally available to the public
through no fault or breach on the part of the Company; (2) Company had
rightfully in its possession prior to disclosure to Company by 555-1212.com;
(3) is independently developed by Company without the use of any Confidential
Information; or (4) Company rightfully obtains from a third party.
Disclosure. Neither party may disclose the terms of this Agreement
to any third party other than its financial and legal advisors without
the other party's written consent.
Execution, Entire Agreement and Governing Law. This Agreement
shall be effective when each party has dated and signed a counterpart
hereof, including without limitation, a counterpart sent to each other
by facsimile. The Agreement constitutes the entire Agreement and supersedes
all proposals, oral or written, any letters of intent, all negotiations,
conversations or discussions between or among parties relating to the
subject matter of this Agreement and all past dealings or industry custom.
This Agreement may not be amended except by written agreement signed by
authorized representatives of both parties. This Agreement will be governed
by and construed in accordance with the laws of the State of California.
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument.