{"id":42353,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/insertion-order-netscape-communications-corp-and-goto-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"insertion-order-netscape-communications-corp-and-goto-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/insertion-order-netscape-communications-corp-and-goto-com.html","title":{"rendered":"Insertion Order &#8211; Netscape Communications Corp. and GoTo.com"},"content":{"rendered":"<pre>\n                      NETSCAPE COMMUNICATIONS CORPORATION\n                                INSERTION ORDER\n\n================================================================================\n\nLegal name of Advertiser  GoTo.com           Advertiser's Agency\n                        ------------------                      ----------------\n\nAddress of Principal Place of Business       Agency Contact\n                                                           ---------------------\n140 W. Union St.\n------------------------------------------   Agency Address\n                                                           ---------------------\nCity  Pasadena      State  CA   Zip  91103   City             State    Zip\n    ---------------      ------    -------       ------------      ---    ------\n\nAdvertiser Contact  Tad Benson               Phone            Fax\n                  ------------------------        -----------    ---------------\n\nPhone  626.685.5712                          E-mail\n     -------------------------------------         -----------------------------\n\nFax    626.685.5601\n   ---------------------------------------\n\nE-mail    tsd@goto.com\n      ------------------------------------\n\nState\/country of organization\n                             -------------\n\nIf Advertiser is not a corporation, please   Netscape Web Site (specify \nspecify form of organization                 'country' and 'language')\n                            --------------                            ----------\n\n------------------------------------------   -----------------------------------\n================================================================================\n\n\nIMPORTANT NOTICE: THIS INSERTION ORDER IS SUBJECT TO NETSCAPE'S ACCEPTANCE AND\nWILL BE EFFECTIVE AS OF THE ACCEPTANCE DATE BELOW. BY SUBMISSION OF THIS\nINSERTION ORDER, ADVERTISER AGREES TO BE BOUND BY THE TERMS SET FORTH HEREIN\nAND IN THE NETSCAPE STANDARD TERMS AND CONDITIONS FOR ADVERTISING AVAILABLE AT\nURL: http:\/\/home.netscape.com\/ads\/termsandconditions.html (COLLECTIVELY,\n'AGREEMENT'). FAILURE TO COMPLY WITH THE AGREEMENT MAY RESULT IN IMMEDIATE\nTERMINATION OF THIS AGREEMENT.\n\nShould GoTo.com become a NetSearch premier partner, GoTo.com will have the\noption of canceling this contract without penalty immediately once the premier\nposition launches.\n\nScheduling\/Pricing Information\n------------------------------\n\n                                                         \nApril 1-30          43,333,333 impressions    Netsearch    banner    $195,000.00\nMay 1-31            43,333,333 impressions    Netsearch    banner    $195,000.00\nJune 1-30           43,333,333 impressions    Netsearch    banner    $195,000.00\nApril 1-June 30    130,000,000 impressions    Netsearch    banner    $585,000.00\n\n\n                                          Net Amounts: $1,170,000.00 gross\n--------------------------------------                --------------------------\nStart Date: April 1, 1999                 Discounts: 50% total discount\n           ---------------------------              ----------------------------\nEnd Date:   June 30, 1999                 Taxes (if any):\n         -----------------------------                   -----------------------\nBill to: client                           Amount Due: $585,000 Net\n        ------------------------------               ---------------------------\nPO Number                                 bill $195,000 per month\n         -----------------------------    -----------------------\n\nADVERTISER: If Advertiser's agency        ACCEPTANCE BY:\nsigns below, such Advertiser's agency\nhereby represents that it has full        NETSCAPE COMMUNICATION CORPORATION\nauthority to bind the Advertiser set\nforth above.\n\nSignature: \/s\/ TODD TAPPIN                Signature:\n          ----------------------------              ----------------------------\nName: Todd Tappin                         Name:\n     ---------------------------------         ---------------------------------\nTitle: CFO                                Title:\n      --------------------------------          --------------------------------\nDate: 3\/11\/99                             Acceptance Date:\n     ---------------------------------                    ----------------------\n\nAdvertiser Contact: Tad Benson            Netcenter Ad Sales Rep: Debi Lefbovitz\n                   -------------------                           ---------------\nPhone:  626\/685-5712\n      --------------------------------\n\n                       Netscape Communications Corporation\n                 Standard Terms and Conditions for Advertising\n\nThese terms and conditions ('Standard Terms') shall be deemed incorporated by\nreference into any insertion order (the 'Insertion Order') submitted by the\nAdvertiser or its agency set forth in the Insertion Order (collectively,\n'Advertiser') and shall govern the Insertion Order, superseding all terms\ntherein except for those relating to advertisement scheduling and pricing. All\nInsertion Orders are subject to acceptance by Netscape. Rates and the Standard\nTerms are subject to change without notice. Netscape reserves the right to\nrefuse or cancel any Insertion Order, without cause, at any time. The Standard\nTerms and Insertion Order shall be collectively known as the 'Agreement.'\nAdvertiser and its agency (if applicable) shall be jointly and severally\nresponsible under this Agreement.\n\n1.   Term of Agreement. The term of this Agreement commences on the Acceptance\nDate set forth in the Insertion Order and terminates on the End Date set forth\nin the Insertion Order.\n\n2.   Terms of Payment. Advertiser, if advertising with Netscape for the first\ntime, must submit a completed Netscape credit application. If no credit\napplication is submitted or the request for credit is denied by Netscape (in\nits sole discretion), the Insertion Order must be paid in advance of the\nadvertisement Start Date set forth in the Insertion Order. If Netscape approves\nthe request for credit, Netscape will invoice Advertiser as set forth in the\nInsertion Order. Payment as set forth in the Insertion Order shall be made to\nNetscape Communications Corporation ('Netscape') within 30 days of the date of\ninvoice. Amounts paid after such date shall bear interest at the rate of\none-and-one-half percent per month (or the highest rate permitted by law, if\nless) until paid in full. In the event of any failure by Advertiser to make\npayment, Advertiser will be responsible for all reasonable expenses (including\nattorneys' fees) incurred by Netscape in collecting such amounts. All payments\ndue hereunder are in U.S. dollars and are exclusive of any applicable taxes.\nAdvertiser shall be responsible for all applicable taxes.\n\n3.   Positioning. Except as otherwise expressly provided in the Insertion Order,\npositioning of advertisements within the Netscape website or on any page is at\nthe sole discretion of Netscape.\n\n4.   Renewal. Except as expressly set forth in the Insertion Order, any renewal\nof the Insertion Order and acceptance of any additional advertising order shall\nbe at Netscape's sole discretion. Pricing for any renewal period is subject to\nchange by Netscape from time to time.\n\n5.   No Assignment or Resale of Ad Space. Advertiser may not resell, assign or\ntransfer any of its rights hereunder. Any attempt by Advertiser to resell,\nassign or transfer such rights shall result in immediate and automatic\ntermination of this Agreement, without liability to Netscape.\n\n6.   Provision of Advertising Materials. (a) Advertiser will provide all\nmaterials for the advertisement in accordance with Netscape's policies in\neffect from time to time, including without limitation the manner of\ntransmission to Netscape and the lead-time prior to publication of the\nadvertisement. Netscape shall not be required to publish any advertisement that\nis not received in accordance with such policies and reserves the right, at\nNetscape's sole discretion, to charge Advertiser, at the rate specified in the\nInsertion Order, for inventory held by Netscape pending receipt of acceptable\nmaterials from Advertiser which are past due, or publish in substitution any\nprior advertisement submitted by Advertiser until such time as Netscape can\nreasonably begin publication of the advertisement set forth in the Insertion\nOrder. All changes to advertisement must be made in writing to\nadmgr@netscape.com and prior to the lead-time deadline. Advertiser hereby\ngrants to Netscape a non-exclusive, worldwide, fully paid license to use,\nperform, reproduce, display, transmit and distribute the advertisement and all\ncontents therein in accordance herewith. (b) If Advertiser uses third parties to\nserve the advertisement hereunder ('Third Parties'), Advertiser shall be\nresponsible for such Third Parties complying with the terms of this Agreement.\n\n7.   Statistics. Unless specified in the Insertion Order, Netscape makes no\nguarantee with respect to usage statistics or levels of impressions for any\nadvertisement. Advertiser acknowledges that delivery statistics provided by\nNetscape are the official and definitive measurements of Netscape's performance\non any delivery obligations provided in the Insertion Order. No other\nmeasurements or usage statistics (including those of Advertiser or Third\nParties) shall be accepted by Netscape or have any effect on this Agreement. An\n'impression' means each occurrence of a display of an advertisement.\n\n8.   Right to Reject Advertisement. All contents of advertisements (including\nthose served by Third Parties) are subject to Netscape's approval. Netscape\nreserves the right to reject or cancel any advertisement, Insertion Order, URL\nlink, space reservation or position commitment, at any time, for any reason\nwhatsoever (including belief by Netscape that any placement thereof may subject\nNetscape to criminal or civil liability).\n\n9.   No Warranty. NETSCAPE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT\nTO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND\nEXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT,\nMERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.\n\n10.  Limitations of Liability. In the event that Netscape fails to publish an\nadvertisement in accordance with the schedule provided in the Insertion Order,\nor in the event that Netscape fails to deliver the number of impressions\nspecified in the Insertion Order (if any) by the End Date specified in the\nInsertion Order, or in the event of any other failure, technical or otherwise\nof such advertisement to appear as provided in the Insertion Order, the sole\nliability of Netscape and exclusive remedy of Advertiser shall be limited to, at\nNetscape's sole discretion, placement of the advertisement at a later time in a\ncomparable position, or extension of the End Date specified in the Insertion\nOrder until the total impressions are delivered. In no event shall Netscape be\nliable for any act or omission, or any event directly or indirectly resulting\nfrom any act or omission, of Third Parties (if any). IN NO EVENT SHALL NETSCAPE\nBE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS,\nINDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN\nIF NETSCAPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND\nNOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.\nNETSCAPE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO\nTHE AMOUNT RECEIVED BY NETSCAPE FROM ADVERTISER FOR THE INSERTION ORDER GIVING\nRISE TO THE CLAIM. Without limiting the foregoing, Netscape shall have no\nliability for any failure or delay resulting from any governmental action,\nfire, flood, insurrection, earthquake, power failure, riot, explosion, embargo,\nstrikes whether legal or illegal, labor or material shortage, transportation\ninterruption of any kind, work slowdown or any other condition affecting\nproduction or delivery in any\n\n                                       1\n\nmanner beyond the control of Netscape. Advertiser acknowledges that Netscape\nhas entered into this Agreement in reliance upon the limitations of liability\nset forth herein and that the same is an essential basis of the bargain between\nthe parties.\n\n11.  Advertiser's Representations; Indemnification. Advertiser represents and\nwarrants to Netscape, and Third Parties (if any), that Advertiser holds all\nnecessary rights to permit the use of the advertisement by Netscape for the\npurpose of this Agreement; and that the use, reproduction, distribution,\ntransmission or display of advertisement, any data regarding users, and any\nmaterial to which users can link, or any products or services made available to\nusers, through the advertisement will not (a) violate any criminal laws or any\nrights of any third parties or (b) contain any material that is unlawful or\notherwise objectionable, including without limitation any material that\nencourages conduct that would constitute a criminal offense, give rise to civil\nliability, or otherwise violate any applicable law. Advertiser agrees to\nindemnify, defend and hold Netscape and Third Parties (if any) harmless from\nand against any and all liability, loss, damages, claims or causes of action,\nincluding reasonable legal fees and expenses, arising out of or related to (i)\nbreach of any of the foregoing representations and warranties, or (ii) any\nthird party claim arising from use of or access to the advertisement under this\nAgreement or any material to which users can link, or any products or services\nmade available to users, through the advertisement under this Agreement.\n\n12.  Cancellations. Except as otherwise provided in the Insertion Order, the\nInsertion Order is non-cancelable by Advertiser. If Advertiser cancels the\nInsertion Order, in whole or in part, Advertiser agrees to pay any additional\nshort rate charges.\n\n13.  Construction. No term or condition other than those set forth in the\nStandard Terms or in the Insertion Order relating to advertisement scheduling\nand pricing shall be binding on Netscape unless in a writing signed by duly\nauthorized representatives of the parties. In the event of any inconsistency\nbetween the Insertion Order and the Standard Terms, the Standard Terms shall\ncontrol. This Agreement constitutes the entire agreement between the parties\nconcerning the subject matter hereof and supersedes all prior and\ncontemporaneous agreements and communications, whether oral or written, between\nthe parties relating to the subject matter hereof, and all past courses of\ndealing or industry customs. The terms and conditions hereof shall prevail\nexclusively over any written instrument submitted by Advertiser, including\nAdvertiser's insertion order, and Advertiser hereby disclaims any terms therein,\nexcept for terms therein relating to advertisement scheduling and pricing.\n\n14.  Confidentiality. 'Confidential Information' shall mean (i) advertisements,\nprior to publication, (ii) the Insertion Order and any Netscape statistics\nwhich shall be deemed Netscape Confidential Information; and\/or (iii) any\ninformation designated in writing, or identified orally at time of disclosure,\nby the disclosing party as 'confidential' or 'proprietary.' During the term of\nthis Agreement, and for a period of two years following any End Date, neither\nparty will use or disclose any Confidential Information of the other party\nexcept as specifically contemplated herein. The foregoing restriction does not\napply to information that: (i) has been independently developed by the\nreceiving party without access to the other party's Confidential Information;\n(ii) has become publicly known through no breach of this Section 14 by the\nreceiving party; (iii) has been rightfully received from a third party\nauthorized to make such disclosure; (iv) has been approved for release in\nwriting by the disclosing party; or (v) is required to be disclosed by a\ncompetent legal or governmental authority.\n\n15.  Termination; Effect of Termination. In the event of a material breach by\nAdvertiser, Netscape may terminate this Agreement immediately without notice or\ncure period, without liability to Netscape. In the event of any termination,\nAdvertiser shall remain liable for any amount due under an Insertion Order for\nadvertisement delivered by Netscape and such obligation to pay shall survive\nany termination of this Agreement. If the parties contemplate any provision to\nsurvive any termination or expiration of this Agreement, such provision shall\nsurvive such termination or expiration. At the request of the disclosing party,\nthe receiving party shall return all of the disclosing party's Confidential\nInformation to the disclosing party.\n\n16.  Miscellaneous. This Agreement (i) shall be governed by and construed in\naccordance with the laws of the State of California, without giving effect to\nprinciples of conflicts of law; and (ii) will not be governed by the United\nNations Convention of Contracts for the International Sale of Goods. This\nAgreement may be amended only by a writing executed by a duly authorized\nrepresentative of each party. Advertiser shall make no public announcement\nregarding the existence or content of the Insertion Order without Netscape's\nprior written approval, which approval shall not be unreasonably withheld. Any\ndispute hereunder will be negotiated in good faith between the parties within\n45 days commencing upon written notice from one party to the other. Any notices\nunder this Agreement shall be sent to the addresses set forth in the Insertion\nOrder (or in a separate writing) by facsimile or nationally-recognized express\ndelivery service and deemed given upon receipt. The waiver of any breach or\ndefault of this Agreement will not constitute a waiver of any subsequent breach\nor default, and will not act to amend or negate the rights of the waiving\nparty. If any provision contained in this Agreement is determined to be\ninvalid, illegal or unenforceable in any respect under any applicable law, then\nsuch provision will be severed and replaced with a new provision that most\nclosely reflects the original intention of the parties, and the remaining\nprovisions of this Agreement will remain in full force and effect.\n\n\n                                       2\n\n\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-42353","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\/42353","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=42353"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42353"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42353"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42353"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}