{"id":42101,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bookmark-program-agreement-netscape-communications-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bookmark-program-agreement-netscape-communications-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/bookmark-program-agreement-netscape-communications-corp-and.html","title":{"rendered":"Bookmark Program Agreement &#8211; Netscape Communications Corp. and GoTo.com Inc."},"content":{"rendered":"<pre>\n[NETSCAPE LOGO]                                             Netscape Agreement #\n                                                                 004574-1\n\n                               AMENDMENT No. 1 TO\n                           Bookmark Program Agreement\n\nThis Amendment No. 1 (the 'Amendment') is entered into by and between Netscape\nCommunications Corporation, a Delaware corporation, with principal offices at\n501 E. Middlefield Road, Mountain View, California 94043 ('Netscape'), and\nGoto.com, a company organized under the laws of Delaware, with principal\noffices at 130 West Union St., Pasadena, CA 91103 ('Participant') and effective\nas of the date of execution by Netscape ('Amendment Effective Date').\n\nWHEREAS, the parties have entered into a Bookmark Program Agreement effective\n8\/1, 1998 (the 'Agreement'); and\n\nWHEREAS, the parties wish to modify the provisions of such Agreement;\n\nNOW, THEREFORE, the parties, in consideration of the terms and conditions\nherein, agree as follows:\n\n1.   A.   The 'Version' (as referenced on the Cover Sheet) is updated from 4.06\n          to 4.5 Beta.\n\n     B.   The 'Period' (as referenced on the Cover Sheet) during which this\n          Agreement is in force, is extended to begin on '7\/15\/98' and still \n          continue until 7\/31\/99.\n\n     C.   The 'per Click' charge (as referenced on the Cover Sheet) will be\n          waived for the first 16 days from 7\/15\/98 until 7\/31\/98.\n\n2.   Capitalized terms defined in the Agreement shall have the same meaning in\n     this Amendment as in the Agreement.\n\n3.   Except as explicitly modified, all terms, conditions and provisions of the\n     Agreement shall continue in full force and effect.\n\n4.   In the event of any inconsistency or conflict between the Agreement and\n     this Amendment, the terms, conditions and provisions of this Amendment\n     shall govern and control.\n\n5.   This Amendment and the Agreement constitute the entire and exclusive\n     agreement between the parties with respect to this subject matter. All\n     previous discussions and agreements with respect to this subject matter are\n     superseded by the Agreement and this Amendment.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Amendment to be\nexecuted by their duly authorized representatives, effective as of the\nAmendment Effective Date.\n\nNETSCAPE COMMUNICATIONS                                'PARTICIPANT'\nCORPORATION\n\nBy: \/s\/ Noreen G. Bergin                     By: \/s\/ Stephanie A. Sarka\n    ----------------------------                 ----------------------------\n            Signature                                    Signature\n\nName: Noreen G. Bergin                       Name: Stephanie A. Sarka\n      --------------------------                   --------------------------\n          Print or Type                                 Print or Type\n\nTitle: Senior Vice President,                Title: SVP Marketing\n       Finance &amp; Corporate                          -------------------------\n       Controller\n       -------------------------\n\nDate: 7\/28\/98                                Date: 7\/13\/98\n      --------------------------                   --------------------------\n\n\nBM Contract 4.06-4 Shots Amendment doc                                JDD7\/10\/95\nAmendment No. __                                                     Rev. 032398\nCONFIDENTIAL\n\n[NETSCAPE LOGO]\n\n                      NETSCAPE COMMUNICATIONS CORPORATION\n                           BOOKMARK PROGRAM AGREEMENT\n                                  Cover Sheet\n                                No. [ILLEGIBLE]\n\n\nGoTo.com, Inc. (GoTo.com)\n-----------------------------------------------------------------------------\n                 Full legal name of Participant ('Participant')\n\n130 West Union Street,                   Pasadena     CA           91103\n-----------------------------------------------------------------------------\nAddress of Participant's Principal         City      State      Zip\/Country\nPlace of Business\n\nContact: Stephanie Sarka      Phone: 626\/535-2808   Fax: 626\/535-2701\n                              E-mail: stephanie@goto.com\n\n130 West Union Street,                   Pasadena     CA           91103\n-----------------------------------------------------------------------------\nBill To Address                            City      State      Zip\/Country\n\nParticipant is organized in the state of Delaware\n\nIMPORTANT NOTICE: UPON EXECUTION BY THE PARTIES, THIS NETSCAPE COMMUNICATIONS\nCORPORATION ('NETSCAPE') BOOKMARK PROGRAM AGREEMENT, OF WHICH THIS PAGE IS A\nCOVER SHEET, ALLOWS PARTICIPANT TO PARTICIPATE IN THE BOOKMARK PROGRAM AS\nDESCRIBED HEREIN. BY SIGNING THIS COVER SHEET, PARTICIPANT AGREES TO ALL THE\nTERMS AND CONDITIONS ATTACHED (COLLECTIVELY, THE 'AGREEMENT'). FAILURE TO\nCOMPLY WITH THIS AGREEMENT MAY RESULT IN TERMINATION.\n\nBookmark Production Information:\n\n  Netscape client software: Netscape-distributed Local Language Versions of\n  the Netscape Communicator\n\n  Version(s): Netscape Communicator 4.06 release (and all future '4.x' releases\n  between 8\/1\/98 and 7\/31\/99)\n\n  Bookmark Category: Search\n\n  Bookmark Title (no more than 25 characters): GoTo.com\n\n  Bookmark URL: http:\/\/www.goto.com\/\n\n  Local Language: US.English\n\n  Platform(s): All platforms made generally commercially available by Netscape.\n\n  Period: 8\/1\/98 - 7\/31\/99\n\nPayment Terms:\n\nCost Per Click: $0 Engineering Fee plus $0.10 cost per Click for 12 months.\nPayable in accordance with the following schedule: $0.10 per Click per month,\nwith no annual cap. All totals are stated net of Participant's agency discount.\n\nAll amounts payable to Netscape must be paid in a single payment within 30 days\nof the date of Netscape's invoice. All payments shall be made by wire transfer\nor remittance in accordance with Netscape's instructions on such invoice. Past\ndue amounts shall bear interest at the lower of 1-1\/2% per month or the maximum\nrate allowed by law until paid in full.\n\n  GOTO.COM GO2 TECHNOLOGIES, INC.         NETSCAPE COMMUNICATIONS CORPORATION\n\nBy: \/s\/ Stephanie A. Sarka                By: \/s\/ Noreen G. Bergin\n    -------------------------------           -------------------------------\n\nName: Stephanie A. Sarka                  Name: Noreen G. Bergin\n      -----------------------------             -----------------------------\n\nTitle: SVP Mktg.                          Title: Senior Vice President,\n                                                 Finance &amp; Corporate Controller\n       ----------------------------              ----------------------------\n\nDate: 7\/9\/98                              Date of Acceptance \n      -----------------------------       ('Effective Date'): 7\/28\/98\n                                                              ---------------\n               \n                                          Address: 501 East Middlefield Road,\n                                                   Mountain View, CA 94043\n\n\n\n\n                      BOOKMARK PROGRAM TERMS &amp; CONDITIONS\n\n1.   Definitions. 'Advertisement' means the graphic (GIF) file, or file of such\nother format as Netscape may designate from time to time, supplied by\nParticipant to be published by Netscape on Netscape's U.S. English-Language Web\nSite and which may contain a link to Participant's web site or to a web site\nspecified by Participant. 'Bookmark' means a graphic HTML link to a Bookmark\nURL as such Bookmarks are included in the functionality of the Netscape\nCommunicator. 'Bookmark Folder' means the collection of Bookmarks, grouped by\ntopic and included in one folder in a Netscape Communicator Bookmark menu.\n'Bookmark Title' means the descriptive name of Participant's Bookmark as set\nforth in the Cover Sheet. 'Bookmark URL' means the URL which Participant\nspecifies as the Internet address linked to Participant's Bookmark. 'Bookmarked\nPage' means the Internet page located at the Bookmark URL and accessed when an\nEnd User selects Participant's Bookmark. 'Click' means an action typically\nresulting from an End User positioning their mouse cursor on a clickable\nhyperlink and selecting or clicking on that hyperlink. 'Clicks' are counted as\na redirection of a user's click through the Netscape server access logs to the\nParticipants Bookmark URL. 'End User' means any individual who deploys the\nNetscape Communicator software. 'Local Language' means the language Version of\nthe Netscape Communicator as such language is specified in the Cover Sheet.\n'Netscape Communicator' means the unmodified Local Language Version of\nNetscape-distributed and pre-configured Internet client software.\n'Participant's Bookmark' means the Bookmark Title and Bookmark URL selected by\nParticipant for inclusion in this Bookmark program, and as such Bookmark Title\nand Bookmark URL are set forth in the Cover Sheet. 'Platform' means the\nsoftware operating system platform specified in the Cover Sheet. 'Rate Card'\nmeans the information regarding Netscape advertising services, rates, and\ntechnical requirements for Participant's submissions for publication on\nNetscape's U.S. English-language Web Site. 'Slotting Fee' means the one-time\nnonrecurring engineering payment to Netscape by Participant for Participant's\ninclusion in the Bookmark program. 'Version' means a release of the Netscape\nCommunicator client software made commercially available by Netscape and\ndistributed in accordance with this Agreement.\n\n2.   Netscape Services. (a) Subject to the terms and conditions of this\nAgreement, Netscape shall include in certain Versions of the Netscape\nCommunicator, a pre-loaded Bookmark for access to the Bookmark URL, as\nspecified by Participant on the Cover Sheet. The Participant's Bookmark shall\nbe included in Versions of the Netscape Communicator localized into the Local\nLanguage and configured for the Platforms. Participant hereby acknowledges that\nthe Bookmark, although preset in the shipping Version of the Netscape\nCommunicator, may be reconfigured, customized or deleted by an End User. (b)\nNetscape will create an index of topical bookmarks which will appear in a\ndrop-down menu when an End User selects a particular toolbar within the\nNetscape Communicator user interface. Netscape may revise the Netscape\nCommunicator's user interface, provided that Participant's Bookmark shall be\nincluded in any such revisions.\n\n3.   Fees and Taxes. (a) For the benefits and services provided by Netscape to\nParticipant hereunder, Participant shall pay Netscape the fees set forth on the\nCover Sheet. Netscape will issue a report and invoice Participant on a monthly\nbasis for the payment due based on the Clicks received by Participant's\nBookmark. Such report and invoice amount shall be Confidential Information. (b)\nAll payments by Participant are in U.S. Dollars and are exclusive of any\napplicable taxes. Participant shall pay, indemnify and hold Netscape harmless\nfrom all import duties, customs fees, levies or imports, and all sales, use,\nvalue added, consumption, withholding or other taxes of any nature, other than\ntaxes on Netscape's net income, including penalties and interest, and all\ngovernment permit or license fees assessed upon or with respect to any payments\nby Participant (except to the extent Participant provides Netscape with a valid\ntax exemption certificate). If any applicable law requires Participant to\nwithhold amounts from any payments to Netscape hereunder, (i) Participant shall\neffect such withholding, remit such amounts to the appropriate taxing\nauthorities and promptly furnish Netscape with tax receipts evidencing the\npayments of such amounts, and (ii) the sum payable by Participant upon which\nthe deduction or withholding is based shall be increased to the extent\nnecessary to ensure that, after such deduction or withholding, Netscape\nreceives and retains, free from liability for such deduction or withholding, a\nnet amount equal to the amount Netscape would have received and retained in the\nabsence of such required deduction or withholding.\n\n4.   Participant Obligations. This Section 4 shall only apply if and when\nParticipant includes any other third party buttons, trademarks or logos or\notherwise promotes third parties on its Web Site. (a) During the term of this\nAgreement, Participant agrees to display the 'Netscape Now' button prominently\nabove the fold on the Bookmarked Page. Participant will produce the Bookmarked\nPage such that when an End User presses or 'clicks' on the Netscape Now button\n(or such other button used in connection with any successor program to the\nNetscape Now program), the End User's Internet client software will access the\napplicable HTML page located at a URL supplied by Netscape. On the Bookmarked\nPage, the Netscape Now button shall be top-most and left-most, and equal to or\ngreater in size and prominence than the virtual button or other graphic for any\nthird party Internet client or server software or online service. Participant\nshall use reasonable commercial efforts promptly to remedy any misplacement of\nthe Netscape Now button on the Bookmarked Page or any malfunctioning of the\nbutton, provided Netscape will cooperate with Participant to remedy any such\nmisplacement or malfunctioning, and provided further that Participant shall not\nincur liability for any failure to remedy such misplacement or malfunctioning\nif such remedy is not within the reasonable control of Participant. In the\nevent that Netscape replaces the Netscape Now program with a successor program,\nNetscape shall advise Participant and Participant shall produce the Bookmarked\nPage to conform to such successor program, provided Participant's obligations\nunder such successor program shall not be materially increased. Netscape hereby\ngrants Participant a nonexclusive, nontransferable, license to\n\n                                       2\n\nperform and display the Netscape Now button directly in connection with\nfulfilling the obligations set forth above. Participant's use of the Netscape\nNow button shall be in accordance with Netscape's reasonable policies regarding\ntrademark usage as established from time to time by Netscape, including the\nguidelines of the Netscape Now Program published on Netscape's U.S.\nEnglish-language Website. Participant acknowledges that the Netscape Now button\nis a proprietary logo of Netscape and contains Netscape's trademarks. In the\nevent that Netscape determines that Participant's use of the Netscape Now button\nis inconsistent with Netscape's quality standards, then Netscape shall have the\nright in immediately suspend such use of the Netscape Now button. Participant\nunderstands and agrees that the use of the Netscape Now button in connection\nwith this Agreement shall not create any right, title or interest in or to the\nuse of the Netscape Now button or associated trademarks and that all such use\nand goodwill associated with the Netscape New button and associated trademarks\nwill inure to the benefit of Netscape. Participant agrees not to register or use\nany trademark that is similar to the Netscape Now button. Participant further\nagrees that it will not use the Netscape Now button in a misleading manner or\notherwise in a manner that could tend to reflect adversely on Netscape or its\nproducts. (b) Participant will use reasonable commercial efforts promptly to\nremedy any material malfunctioning of Participant's Bookmark Advertisement and\nthe Bookmarked Page. Participant warrants that Participant's Bookmark\nAdvertisement and the Bookmarked Page will function in accordance with the\nspecifications for this Bookmark Program or the Netscape Advertising Program. In\nthe case of a breach of the warranties in this Section 4(b) (and in addition to\nany rights Netscape may have), Participant shall remedy such nonconforming,\nunsuitable or inaccurate Advertisement, Participant's Bookmark or Bookmarked\nPage within a reasonable period of time (not to exceed 10 days) of notice of\neach condition.\n\n5. Right to Refuse. Netscape will have the right to review the contents and\nformat of Participant's Bookmark, the Bookmarked Page, Advertisement and\/or any\nmaterial to which End Users can link through the Bookmarked Page or the\nAdvertisement. If Netscape, in its sole discretion, at any time determines that\nthe contents and format of Participant's Bookmark, the Bookmarked Page,\nAdvertisement and\/or any material to which End Users can link through the\nBookmarked Page or the Advertisement contains any material, or presents any\nmaterial in a manner that Netscape deems inappropriate for any reason, Netscape\nwill inform Participant of the reason Netscape has made such determination and\nmay (i) refuse to include Participant's Bookmark, Advertisement or Bookmark URL\nin the Netscape Communicator, and\/or (ii) immediately terminate this Agreement\nif Participant has not revised to Netscape's reasonable satisfaction the\ncontents and format of Participant's Bookmark, the Bookmarked Page,\nAdvertisement and\/or any material to which End User's can link through the\nBookmarked Page or the Advertisement within 1 business day of written notice\nfrom Netscape. If Netscape, in its sole discretion, at any time determines that\npages on Participant's web site linked to the Bookmarked Page contain any\nmaterial, or presents any material in a manner that Netscape deems inappropriate\nfor any reason, Netscape may immediately terminate this Agreement upon notice to\nParticipant. Netscape reserves the right to refuse to include any Bookmark for\nany reason whatsoever.\n\n6. Responsibility. Participant is solely responsible for any liability arising\nout of or relating to Participant's Bookmark, the Bookmarked Page, Advertisement\nand\/or any material to which End Users can link through the Bookmarked Page or\nthe Advertisement. Participant represents and warrants that it holds the\nnecessary rights to permit the use of the Participant's Bookmark and\nAdvertisement by Netscape for the purpose of this Agreement and that the\npermitted use, reproduction, distribution, or transmission of Participant's\nBookmark, the Bookmarked Page, Advertisement and any material to which End Users\ncan link through the Bookmarked Page or the Advertisement will not violate any\nlocal laws or applicable international laws, any criminal laws or any rights of\nany third parties, including, but not limited to, infringement or\nmisappropriation of any copyright, patent, trademark, trade secret, music,\nimage, or other proprietary or property right, false advertising, unfair\ncompetition, defamation, invasion of privacy or rights of celebrity, violation\nof any antidiscrimination law or regulation, or any other right of any person or\nentity. Participant agrees to indemnify Netscape and to hold Netscape harmless\nfrom any and all liability, loss, damages, claims, or causes of action,\nincluding reasonable legal fees and expenses that may be incurred by Netscape,\narising out of or related to Participant's breach of any of the foregoing\nrepresentations and warranties.\n\n7. Limitation of Liability. (a) IN NO EVENT WILL NETSCAPE BE LIABLE TO\nPARTICIPANT FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED\nON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR\nNOT THAT NETSCAPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NETSCAPE'S\nTOTAL LIABILITY HEREUNDER, WHETHER IN CONTRACT OR TORT OR ANY OTHER LEGAL\nTHEORY, IS LIMITED TO AND SHALL NOT EXCEED AMOUNTS RECEIVED FROM PARTICIPANT\nHEREUNDER. (b) The parties have agreed that the limitations and exclusions of\nliability specified in this Agreement will survive and apply even if any limited\nremedy specified in this Agreement will survive and apply even if any limited\nremedy specified in this Agreement is found to have failed of its essential\npurpose. (c) Participant acknowledges that Netscape has entered into this\nAgreement in reliance upon the limitations of liability and the disclaimers of\ndamages set forth herein, and that the same form an essential basis of the\nbargain and allocation of risks between the parties.\n\n8. Confidentiality. (a) 'Confidential Information' shall mean this Agreement\n(including but not limited to any monthly reports and invoices) and all\ninformation a party discloses to the other which has been either (i)\ncharacterized in writing as confidential at the time of its disclosure or (ii)\norally characterized as confidential at the time of disclosure except for\ninformation which the receiving party can demonstrate (A) is previously\nrightfully known to the receiving party without restriction or disclosure; (B)\nis or becomes, from no act or failure to act on the part of the receiving party,\ngenerally known in the relevant industry or public domain; (C) is disclosed to\nthe receiving party by a third party as a matter of right and without\nrestriction on disclosures; or (D) is independently developed by the receiving\nparty without access to the \n\n[Company Name]\nBookmark Program Agreement\nCONFIDENTIAL \n\n                                       3\n\nConfidential Information. Each receiving party shall at all times, both during\nthe term hereof and for a period of at least three (3) years after termination,\nkeep in confidence all the disclosing party's Confidential Information using a\nstandard of care the receiving party uses with its own information of this\nnature, but in no event less than reasonable care. The receiving party shall\nnot use the disclosing party's Confidential Information other than in the\ncourse of its duties hereunder. Neither party acquires any intellectual\nproperty rights under this Agreement or through any disclosure hereunder,\nexcept the limited right to use such Confidential Information in accordance\nwith this Agreement. The Confidential Information under this Agreement is\ndelivered 'AS IS' and all representations or warranties, whether express or\nimplied, including warranties or conditions for fitness for a particular\npurpose, merchantability, title and noninfringement are hereby disclaimed.\nWithout the prior written consent of the disclosing party, the receiving party\nshall not disclose the disclosing party's Confidential Information except on a\n'need to know' basis to an employee or contractor under binding obligations of\nconfidentiality substantially similar to those set forth herein. If a receiving\nparty is legally compelled to disclose any of the disclosing party's\nConfidential Information, then, prior to such disclosure, the receiving party\nwill (x) assert the privileged and confidential nature of the Confidential\nInformation and (y) cooperate fully with the disclosing party in protecting\nagainst any such disclosure and\/or obtaining a protective order narrowing the\nscope of such disclosure and\/or use of the Confidential Information. In the\nevent such protection is not obtained, the receiving party shall disclose the\nConfidential Information only to the extent necessary to comply with the\napplicable legal requirements.\n\n9.   RECORDS; AUDIT: Netscape shall maintain accurate records reflecting the\nnumber of billable Clicks recorded on Netscape's server access logs. At\nParticipant's expense, Participant shall have the right, at a mutually\nagreeable time during normal business hours and upon at least 15 business days\nprior notice, to conduct an audit to verify Click data upon which invoices are\nbased.\n\n10.  TERMINATION. (a) Participant may terminate Netscape's right to incorporate\nParticipant's Bookmark into new Versions of the Netscape Communicator on 90\ndays written notice to Netscape. Following such 90 day period, Netscape may\ncontinue to distribute any Versions of the Netscape Communicator which were\nreleased during the term of this Agreement (b) Netscape may terminate this\nAgreement on 30 days written notice to Participant or as provided in Section 5.\nFollowing any termination or expiration of this Agreement, Netscape may\ncontinue to distribute any Netscape Communicator which was released during the\nterm of this Agreement. (c) The provisions of Section 1 (Definitions), Section\n3 (Fees and Taxes), Section 6 (Responsibility), Section 7 (Limitation of\nLiability), Section 8 (Confidentiality) and Section 11 (General) will survive\nany termination or expiration of this Agreement. Any rights Netscape has to\ndistribute a Version of the Netscape Communicator which includes Participant's\nBookmark, will also survive termination or expiration of this Agreement.\nProvisions of other Sections which, by their nature, must remain in effect\nbeyond the termination or expiration of this Agreement shall also survive.\n\n11.  GENERAL. (a) The parties hereto are independent contractors and shall have\nno power or authority to bind the other party or to assume or create any\nobligation or responsibility, express or implied, on behalf of the other party\nor in the other party's name. This Agreement shall not be construed to create or\nimply any partnership, agency, joint venture, or any other form of legal\nassociation between the parties. (b) Participant may not assign this Agreement\nin whole or in part, by operation of law or otherwise, without Netscape's prior\nwritten consent, and any attempted assignment of this Agreement by Participant\nwithout such consent will be null and void. Netscape may assign this Agreement\nor its rights hereunder, or delegate its duties hereunder. This Agreement shall\napply to and bind any permitted successor or assigns of the parties hereto. (c)\nAny dispute hereunder will be negotiated between the parties commencing upon\nwritten notice from one party to the other. Settlement discussions and materials\nwill be confidential and inadmissible in any subsequent proceeding without both\nparties' consent. If the dispute is not resolved by negotiation within 45 days\nfollowing such notice, the parties will refer the dispute to non-binding\nmediation conducted by JAMS\/EndDispute. The parties will share the costs of\nmediation. If the dispute is not resolved after 45 days of mediation, the\nparties will refer the dispute to binding arbitration by JAMS\/EndDispute in\nSanta Clara County, California. The results of any arbitration will be final and\nnon-appealable, except that either party may petition any court of competent\njurisdiction to review any decision relating to intellectual property matters\n(including the scope of license rights), vacating or modifying erroneous\nconclusions of law or findings of fact not supported by substantial evidence.\nThe arbitrator may fashion any legal or equitable except punitive or exemplary\ndamages, which both parties waive. The arbitrator will render a written\ndecision, which may be entered in and enforced by any court of competent\njurisdiction, but which will have no preclusive effect in other matters\ninvolving third parties. The losing party will pay the costs of the arbitration\nand the reasonable legal fees and expenses of the prevailing party, as\ndetermined by the arbitrator. The parties will jointly pay arbitration costs\npending a final allocation by the arbitrator. At any point in the dispute\nresolution process, either party may seek injunctive relief preserving the\nstatus quo pending the outcome of that process. Except as noted, the parties\nwaive any right to judicial process. California law, without regard to its\nconflict-of-law provisions, will govern this Agreement. The U.S. Arbitration Act\nand JAMS\/EndDispute rules will govern the arbitration process. Absent fraudulent\nconcealment, neither party may raise a claim more than 3 years after it arises\nor any shorter period provided by applicable statutes of limitations. (d)\nNeither party will be liable to the other party for any failure or delay in\nperformance caused by reasons beyond such party's reasonable control, and such\nfailure or delay will not constitute a breach of this Agreement. (e) Any notices\nunder this Agreement shall be in English, in writing, and sent by confirmed\nfacsimile, internationally-recognized express delivery service, or certified or\nregistered mail, return receipt requested, to the address specified in the Cover\nSheet, or such other address as the party specifies in writing. Notice by\nconfirmed facsimile or express delivery service will be deemed received and\neffective upon delivery. Notice by certified or registered mail will be deemed\nreceived and \n\n[Company Name]\nBookmark Program Agreement\nCONFIDENTIAL                           4                              Rev. 63098\n\nJDD 2c\n\neffective 5 days after dispatch. Notices to Netscape shall be to the attention\nof the Legal Department, Netscape Communications Corporation, 501 East\nMiddlefield Road, Mountain View, California 94043. (f) The waiver of any breach\nor default of this Agreement will not constitute a waiver of any subsequent\nbreach or default, and will not act to amend or negate the rights of\nthe waiving party. (g) If one or more of the provisions contained in this\nAgreement is determined to be invalid, illegal or unenforceable in any respect\nunder any applicable statute or rule of law, then such provision will be\nconsidered inoperable to the extent of such invalidity, illegality or\nunenforceability, and the remainder of this Agreement will continue in full\nforce and effect. The parties hereto agree to replace any such invalid, illegal\nor unenforceable provision with a new provision that has the most nearly\nsimilar permissible economic and legal effect. (h) This Agreement may be\nexecuted in two or more counterparts, each of which shall be deemed an\noriginal, but all of which together shall constitute one and the same\ninstrument. For purposes hereof, a facsimile copy of this Agreement, including\nthe Cover Sheet hereto, shall be deemed to be an original. Notwithstanding the\nforegoing, the parties shall deliver original execution copies of this\nAgreement to one another as soon as practicable following execution thereof.\n(i) Participant will not issue a press release regarding the activities\ndescribed in this Agreement without Netscape's prior written consent.\nParticipant will not disclose the existence of this Agreement until after\nNetscape publicly issues a press release regarding this Agreement. (j) This\nAgreement is the complete and exclusive agreement between the parties with\nrespect to the subject matter hereof, superseding and replacing any and all\nprior agreements, communications, and understandings (both written and verbal)\nregarding such subject matter. This Agreement may only be modified, or any\nrights under it waived, by a written document executed by both parties. (k)\nduly authorized representatives of the parties hereto have executed the Cover\nSheet to this Agreement.\n\n                                       5\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8328],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9620],"class_list":["post-42101","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netscape-communications-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42101","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42101"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42101"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42101"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42101"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}