{"id":42177,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/content-agreement-lycos-inc-and-snap-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"content-agreement-lycos-inc-and-snap-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/content-agreement-lycos-inc-and-snap-technologies-inc.html","title":{"rendered":"Content Agreement &#8211; Lycos Inc. and Snap Technologies Inc."},"content":{"rendered":"<pre>\n\nCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS. \n\n\n                                CONTENT AGREEMENT\n\n       This Agreement, dated as of January 30, 1999 (the \"Effective Date\"), is\nmade by and between Lycos, Inc., a Delaware corporation with a principal place\nof business at 400-2 Totten Pond Road, Waltham, MA 02154 (\"Lycos\"), and Snap\nTechnologies, Inc., a California corporation with a principal place of business\nat 101 Townsend Street, Suite 333, San Francisco, California 94107 (\"Snap\").\n\n                                    RECITALS\n\n       WHEREAS Lycos is the owner or licensee of certain Web services which are\naccessible through the URLs www.lycos.com (the \"Lycos Site\"), www.tripod.com,\nwww.angelfire.com, www.mailcity.com and www.whowhere.com (all sites are\ncollectively referred to as the \"Lycos Network\"); and\n\n       WHEREAS Snap operates an Internet site with a URL www.collegeedge.com\n(the \"Snap Site\") that provides content regarding colleges and graduate schools\n(\"Content\"); and\n\n       WHEREAS Lycos wants to establish a link from the Lycos Site to a\nco-branded version of the Snap Site (the \"Co-branded Site\") in order to make the\nContent easily accessible to Lycos' users; and\n\n       WHEREAS Snap wants to establish the Co-branded Site and have it linked\nto the Lycos Site in order to expose the Content to Lycos' users;\n\n       NOW, THEREFORE, Lycos and Snap hereby agree as follows:\n\n       1.   LINKS. Lycos will place links, at its sole discretion, from relevant\nportions of the Lycos Site to the Co-branded Site. When Lycos creates an area of\nthe Lycos Network dedicated to educational content targeted to users under the\nage of eighteen, Lycos will place a link to the Co-branded Site in such area.\n\n       2.   CO-BRANDED SITE.\n\n            a.    OPERATING AND SERVING. Snap shall launch the Co-branded Site \non March 18, 1999 (the \"Launch Date\"), unless otherwise agreed to by the \nparties. Snap will operate and serve the Co-branded Site in a manner \nconsistent with the present quality standards of Lycos and which meets \nresponse performance standards for Lycos users at least as good as those of \nthe Lycos Site. In addition, Snap will be responsible for system operation \nsoftware costs, hardware costs, and network costs. Snap will generate weekly\ntraffic reports and provide Lycos with traffic reports. Snap will be responsible\nfor integration of Lycos' ad serving software with the Co-branded Site. Snap\nshall not sell or place advertisements or sponsorships on any page of the \nCo-Branded Site for any entity or person and shall not sell any merchandise or\nother items on any page of the Co-branded Site without the prior approval of\nLycos. In addition, without Lycos' prior\n\n\n\n*  Portions of this exhibit have been omitted and filed separately with the \nCommission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n\napproval, Snap shall not place a link to the Snap Site or any other site on the\nCo-branded Site. Additional services and functionality that are developed by\nSnap for the Snap Site (or any successor to it) will be provided by Snap at no\ncost so that the Co-Branded Site is maintained at a level substantially equal to\nthe Snap Site as it appears from time to time. Lycos may elect not to include on\nthe Co-branded Site any such additional services and functionality. Lycos shall\nhave the right to provide online access to the Co-Branded Site to Lycos'\nsubsidiaries, joint venture partners of Lycos, and licensees of the Lycos Web\nservices.\n\n            b.    LOOK AND FEEL; BRANDING. Lycos shall create and design the\n\"look and feel\" of the Co-branded Site. The Co-branded Site shall include Snap's\nlogo (subject to Lycos' approval) displayed on each page, unless otherwise\nagreed to by both parties. Lycos, in its sole discretion, shall determine the\nURL of the Co-branded site.\n\n       3.   ADVERTISING. In its sole discretion, Lycos will sell either or \nboth advertising or sponsorships on the Co-branded Site. The Net Revenue from \n[*] will be split [*]. \"Net Revenue\" means [*]. Payment will be made in the \nmonth following the quarter in which Lycos actually receives the revenues. \nSnap will have the right, at its expense (except as provided below) to audit \nLycos' books and records for the purpose of verifying Net Revenues. Such \naudits will be made not more than once per year, on not less than ten (10) \ndays written notice, during regular business hours, by auditors reasonably \nacceptable to Lycos. If the auditor's figures reflect Net Revenues higher \nthan those reported by Lycos, Lycos will pay the difference. If the auditor's \nfigures vary more than 10% from the figures provided by Lycos, Lycos will \nalso pay the reasonable cost of the audit.\n\n       4.   TEASERS. Lycos may use portions of the Content to create \"teasers\"\nto be displayed, in Lycos' sole discretion, throughout the Lycos Site to entice\nusers to view the Co-branded Site.\n\n       5.   COLLEGE FEES. Snap will pay Lycos [*] of the fees (the \"College \nFees\") charged by Snap to the colleges and universities whose applications \nare displayed on the Co-branded Site. Payment will be made in the month \nfollowing the month in which Snap begins displaying a college's or \nuniversity's application on the Co-branded Site. Snap will provide Lycos with \nmonthly reports regarding the College Fees invoiced and collected during the \nprior month. Lycos will have the right, at its expense (except as provided \nbelow) to audit Snap's books and records for the purpose of verifying the \nCollege Fees. Such audits will be made not more than once per year, on not \nless than ten (10) days written notice, during regular business hours, by \nauditors reasonably acceptable to Snap. If the auditor's figures reflect \nCollege Fees higher than those reported by Snap, Snap will pay the \ndifference. If the auditor's figures vary more than 10% from the figures \nprovided by Snap, Snap will also pay the reasonable cost of the audit.\n\n\n\n* Portions of this exhibit have been omitted and filed separately with the \n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n\n       6.   LICENSES. To the extent access to the Co-branded Site is deemed a \nuse, public display, transmission, distribution or reproduction of the \nContent, or to the extent the Content is actually used, publicly displayed, \ntransmitted, distributed or reproduced on the Lycos Site, Snap hereby grants \nLycos a non-transferable (except as provided herein), royalty-free (except \nas provided herein), worldwide license to use, publicly display, transmit, \ndistribute and reproduce the Content during the Term solely for the purposes \ndescribed herein. In addition, subject to the terms and conditions of this \nAgreement, Lycos hereby grants Snap, and Snap hereby grants Lycos, the right \nto reproduce and display the other's logos, trademarks, trade names and other \nsimilar identifying material solely for the purposes described herein.\n\n       7.   NO INFRINGEMENT. Each party has the right to enter into this\nAgreement and to grant the licenses provided herein. Each party represents and\nwarrants that neither its Internet site nor any elements or parts thereof (other\nthan content placed on such site by a third party, of which the site owner does\nnot have actual knowledge) will violate or infringe upon the patent, copyright,\nliterary, privacy, publicity, trademark, service mark or any other personal or\nproperty right of any person, nor will same constitute a libel or defamation of\nany person or entity. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES,\nNEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER\nEXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED\nWARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABIITY OR OTHERWISE\nWHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.\n\n       8.   INDEMNIFICATION. Each party agrees to indemnify and hold harmless\nthe other party and the other party's officers, directors, shareholders,\nemployees, accountants, attorneys, agents, affiliates, subsidiaries, successors\nand assigns from and against any and all third party claims, damages,\nliabilities, costs and expenses, including reasonable legal fees and expenses,\narising out of or related to any breach of any warranty, representation,\ncovenant or agreement made by the indemnifying party in this Agreement. The\nforegoing indemnity is conditioned upon: prompt written notice by the\nindemnified party to the indemnifying party of any claim, action or demand for\nwhich indemnity is claimed; complete control of the defense and settlement\nthereof by the indemnifying party; and such reasonable cooperation by the\nindemnified party in the defense as the indemnifying party may request.\n\n       9.   PRESS RELEASES. The parties may jointly prepare press releases\nconcerning the existence of this Agreement and the terms hereof. Otherwise, no\npublic statements concerning the existence or terms of this Agreement will be\nmade or released to any medium except with the prior approval of both parties or\nas required by law.\n\n       10.  CONFIDENTIALITY. During the Term of this Agreement and thereafter,\neach party will use and reproduce the other party's Confidential Information\nonly for purposes of this Agreement and only to the extent necessary for such\npurpose and will\n\n\n* Portions of this exhibit have been omitted and filed separately with the \n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n\n\nrestrict disclosure of the other party's Confidential Information to its \nemployees, consultants or independent contractors with a need to know and \nwill not disclose the other party's Confidential Information to any third \nparty without the prior written approval of the other party. Notwithstanding \nthe foregoing, it will not be a breach of this Agreement for either party to \ndisclose Confidential Information of the other party if required to do so \nunder law or in a judicial or other governmental investigation or proceeding, \nprovided the other party has been given prior notice and the disclosing party \nhas sought all available safeguards against widespread dissemination prior to \nsuch disclosure. As used in this Agreement, the term \"Confidential \nInformation\" refers to: (i) the terms and conditions of this Agreement; (ii) \neach party's trade secrets, business plans, strategies, methods and\/or \npractices; and (iii) any other information relating to either party or its \nbusiness that is not generally known to the public, including but not limited \nto information about either party's personnel, products, customers, marketing \nstrategies, services or future business plans. Notwithstanding the foregoing, \nthe term \"Confidential Information\" specifically excludes (A) information \nthat is now in the public domain or subsequently enters the public domain by \npublication or otherwise through no action or fault of the other party; (B) \ninformation that is known to either party without restriction, prior to \nreceipt from the other party under this Agreement, from its own independent \nsources as evidenced by such party's written records, and which was not \nacquired, directly or indirectly, from the other party; (C) information that \neither party receives from any third party reasonably known by such receiving \nparty to have a legal right to transmit such information, and not under any \nobligation to keep such information confidential; and (D) information \nindependently developed by either party's employees or agents provided that \neither party can show that those same employees or agents had no access to \nthe Confidential Information received hereunder.\n\n       11.  TERM. The term (\"Term\") of this Agreement will commence on the\nEffective Date and continue until December 31, 2000 unless terminated earlier as\nprovided below. This Agreement will renew automatically for successive one year\nperiods unless either party gives written notice of non-renewal to the other\nparty at least thirty (30) days prior to any such renewal date.\n\n       12.  TERMINATION. Either party may terminate this Agreement (a) if the \nother party files a petition for bankruptcy, becomes insolvent, or makes an \nassignment for the benefit of its creditors, or a receiver is appointed for \nthe other party or its business; (b) upon the occurrence of a material breach \nof a material provision by the other party if such breach is not cured within \nthirty (30) days after written notice is received by the breaching party \nidentifying the matter constituting the material breach; (c) upon thirty (30) \ndays written notice if the other party's product or service, viewed as a \nwhole, ceases to be competitive with substantially similar services then \nbeing offered by third parties; or (d) by mutual consent of the parties. In \naddition, Lycos may terminate this Agreement on [*] written notice.\n\n       13.  RELATIONSHIP OF PARTIES. Snap and Lycos are independent \ncontractors under this Agreement, and nothing herein will be construed to \ncreate a partnership, joint venture or agency relationship between them. \nNeither party has authority to enter into\n\n\n* Portions of this exhibit have been omitted and filed separately with the \n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n\nagreements of any kind on behalf of the other.\n\n       14.  CHOICE OF LAW AND FORUM. This Agreement, its interpretation,\nperformance or any breach thereof, will be construed in accordance with, and all\nquestions with respect thereto will be determined by, the laws of the\nCommonwealth of Massachusetts applicable to contracts entered into and wholly to\nbe performed within said state. Both parties hereby consent to the personal\njurisdiction of the Commonwealth of Massachusetts, acknowledge that venue is\nproper in any state or Federal court in the Commonwealth of Massachusetts, agree\nthat any action related to this Agreement must be brought in a state or Federal\ncourt in the Commonwealth of Massachusetts, and waive any objection it has or\nmay have in the future with respect to any of the foregoing.\n\n       15.  ENTIRE AGREEMENT. This Agreement contains the entire understanding\nof the parties hereto with respect to the transactions and matters contemplated\nhereby, supersedes all previous agreements between the parties concerning the\nsubject matter, and cannot be amended except by a writing signed by both\nparties. No party hereto has relied on any statement, representation or promise\nof any other party or with any other officer, agent, employee or attorney for\nthe other party in executing this Agreement except as expressly stated herein.\n\n       16.  COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be\nexecuted in multiple counterparts, each of which shall be deemed to be an\noriginal, but all of which together shall constitute one and the same\ninstrument. Facsimile signatures will be considered original signatures.\n\n       17.  LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY\nBE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR\nEXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF\nSUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH\nDAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE\nOR ANTICIPATED PROFITS OR LOST BUSINESS; PROVIDED THAT THIS SECTION DOES NOT \nLIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (A) WILLFUL AND MALICIOUS\nMISCONDUCT; (B) DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY; (C) \nBODILY INJURY OR DEATH CAUSED BY NEGLIGENCE; OR (D) INDEMNIFICATION OR \nCONFIDENTIALITY OBLIGATIONS HEREUNDER.\n\n       18.  SURVIVAL. All terms of this Agreement which by their nature extend\nbeyond its termination remain in effect until fulfilled, and apply to respective\nsuccessors and assigns.\n\n\n*  Portions of this exhibit have been omitted and filed separately with the \nCommission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n\nExecuted as an instrument under seal as of the date first written above:\n\nSnap Technologies, Inc.                   Lycos, Inc.\n\n\nBy:     \/s\/ Howard A. Berman              By:     \/s\/ Edward M. Philip\n   ------------------------------------      -----------------------------------\n\nName:   Howard A. Berman                  Name:   Edward M. Philip\n     ----------------------------------        ---------------------------------\n\nTitle:  E.V.P., C.O.O.                    Title:  C.O.O.\n      ---------------------------------         --------------------------------\n\nDate:   Feb. 5, 1999                      Date:   2\/10\/99\n     ----------------------------------        ---------------------------------\n\n\n\n*  Portions of this exhibit have been omitted and filed separately with the \nCommission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8096],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42177","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lycos-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42177","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=42177"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42177"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42177"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42177"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}