{"id":42371,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/interactive-services-agreement-lycos-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"interactive-services-agreement-lycos-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/interactive-services-agreement-lycos-inc-and.html","title":{"rendered":"Interactive Services Agreement – Lycos Inc. and BarnesandNoble.com Inc."},"content":{"rendered":"
\n                         INTERACTIVE SERVICES AGREEMENT\n                         ------------------------------\n\n     This Interactive Services Agreement (this \"Agreement\") dated as of July 31,\n1997, is by and between Lycos, Inc., a Delaware corporation (\"Lycos\"), having an\noffice at 500 Old Connecticut Path, Framingham, Massachusetts 01701-4576 and\nBarnesandNoble.com, Inc. a Delaware corporation (\"B&N\"), having an office at 122\nFifth Avenue, New York, New York 10011.\n\n                                   RECITALS\n\n     WHEREAS, B&N is a retailer of books and offers books and other items for\nsale through its Web service which is accessible through the URL\nwww.barnesandnoble.com (the \"B&N Site\");\n\n     WHEREAS, Lycos is the owner or licensee of certain Web services, including,\nwithout limitation, the Lycos Catalog of the Internet, Pictures and Sounds, Top\n5% Reviews and other search and content areas (collectively, the \"Lycos\nServices\"), which are accessible through the URL www.lycos.com (the \"Lycos\nSite\");\n \n     WHEREAS, B&N desires that Lycos integrate links from the Lycos Services and\ncertain other areas on the Lycos Site to the B&N Site and that Lycos performs\nvarious search services on behalf of B&N so that users of the Lycos Services\nwill have access to the B&N Site through the Lycos Services;\n\n     WHEREAS, B&N and Lycos desire to enter other arrangements as more\nparticularly described herein.\n\n     NOW, THEREFORE, for good and valuable consideration, receipt of which is\nhereby acknowledged, B&N and Lycos hereby agree as follows:\n\n     1.   Certain Definitions.\n          ------------------- \n\n          As used herein, the following terms shall have the meaning herein\nascribed:\n\n          \"Lycos PowerSearch API\" means the application programming interface\ncreated and maintained by Lycos that allows B&N to create pre-defined searches\nof the Lycos Catalog for the viewers of the B&N Site and insert the searches as\nhypertext links into the HTML pages of the B&N Site, such that when a viewer\nclicks on such link, the query is sent to Lycos and the results are sent back to\nthe B&N Site which displays the data in its HTML page.\n\n          \"Lycos Search API\" means the application programming interface created\nand maintained by Lycos that allows a viewer of the B&N Site to search the Lycos\nCatalog from search boxes in the HTML pages of the B&N Site, such that when a\nviewer of the B&N Site enters a search query, the query is sent to Lycos, and\nthe results are sent back to B&N to place into the B&N Site.\n\n \n          \"Web\" means the World Wide Web, a system for accessing and viewing\ntext, graphics, sound and other media via the collection of computer networks\nknown as the Internet.\n\n          \"Web Search Results\" means the results of a query sent to the Lycos\nsearch engine that are then displayed in HTML format by the user of the Lycos\nSearch API.\n\n     2.   Link to B&N Site; Search Services.\n          --------------------------------- \n\n          (a) Subject to the terms and conditions of this Agreement as promptly\nas practicable after the date hereof and, in any event, no later than September\n10, 1997 (the \"Effective Date\"), Lycos agrees continuously throughout the term\nof this Agreement to (i) provide links to the B&N Site from selected Web pages\nwithin the Lycos Site, including the Lycos Home Page, WebGuides and Lycos\nShopping (collectively, the \"Lycos Pages\"), so as to provide users of the Lycos\nSite access to the B&N Site, (ii) provide links from relevant book content\nrelated Web pages within Lycos WebGuides to relevant categories on the B&N Site;\nand (iii) provide links to the B&N Site from selected Web pages within the Lycos\nSearch Results Pages.  In addition, from time to time, during the term of this\nAgreement, Lycos agrees to include links from selected Web pages within Lycos\nWebGuides to pages within the Books of the Week and\/or Book Review sections of\nthe B&N Site (all of such links referred to in the first sentence and this\nsentence being referred to herein as the \"B&N Links\").  All B&N Links may be\nmodified and\/or expanded from time to time throughout the term of this Agreement\npursuant to mutual agreement of the parties hereto, except that Lycos may modify\nthe placement of the B&N Links on the Lycos Home Page and Lycos Search Results\nPages in a manner determined by Lycos, subject to compliance with clause (b)\nbelow.  Except as described in clause (c) below, each Web page within the B&N\nSite which is accessed by the B&N Links will display the look and feel of the\nB&N Site area, which shall include, but not be limited to, page format,\nnavagational bars, colors, fonts, the B&N logo, all hyperlinks appearing on the\nlinked B&N Site area and, in general, the overall design of the B&N Site. To the\nextent access to the B&N Site from the Lycos Site is deemed to be a\nreproduction, transmission or distribution, Lycos is further granted a\nworldwide, royalty-free license to use, reproduce, transmit, distribute and\npublicly display the B&N Site so as to make the B&N Site available to users of\nthe Lycos Site via the Web; provided, however, that nothing in the preceding\nclause shall be deemed to be in conflict with the Terms of Usage contained on\nthe B&N Site attached hereto as Exhibit A (as in effect on the date hereof), as\n                                ---------                                      \namended from time to time, which may be applicable to users of the B&N Site, and\nprovided, further, that in no event shall the preceding clause grant a license\nto Lycos in any of the content on the B&N Site.\n\n          (b) With respect to the link from the Lycos Home Page to the B&N Site\ndescribed in clause (a) above, Lycos agrees that [*]\n\n                                      -2-\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n \n[*]\n\n          (c) Throughout the term of this Agreement, Lycos will integrate search\ncapabilities within selected Web pages in the Lycos Site in order to enable a\nuser of the Lycos Services to search the B&N Site for particular books.  The\nsearch will be conducted through the B&N Site with the search results being\npresented on a page which is created in a Lycos template incorporating the look\nand feel of the Lycos Pages, including page format, navigational bars, colors\nand the Lycos logo (the \"Branded Results Page\").  Every Branded Results Page\nwill have a URL similar to www.bandn.lycos.com.  In addition, every Branded\nResults Page will provide the user with the ability to initiate another search\nof the B&N Site through the display of a drop-down search-related box stating\n\"Search BarnesandNoble.com for books on [related subject]\" or similar text to be\njointly determined by B&N and Lycos. B&N will serve and maintain the Branded\nResults Page throughout the term of this Agreement.\n\n          (d) Lycos will spider the HTML contents of the B&N Site and\nincorporate spidered information from the B&N Site into the Lycos Catalog of the\nInternet.\n\n          (e) Subject to the terms and conditions of this Agreement, B&N hereby\ngrants Lycos the right to reproduce and display all logos, trademarks, trade\nnames and similar identifying material relating to B&N (the \"B&N Marks\") in\nconnection with the promotion, marketing and distribution of the Lycos Services,\nprovided, that Lycos shall not make any specific use of any B&N Mark which\nrefers to B&N exclusively without first submitting a sample of such to B&N and\nobtaining B&N's prior consent, which consent shall not be unreasonably withheld.\n\n          (f) [*]  \n\n                                      -3-\n \n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n \n(or another area within the B&N Site designated by B&N) and shall continuously\nappear in the Shopping Pages throughout the term of this Agreement.\n\n          (g)   [*].\n\n     3.   Obligations of B&N.\n          ------------------ \n\n          (a) B&N shall display the \"Powered by Lycos\" logo on all Web pages\nsolely where search boxes, Web Search Results, and PowerSearch links are\ndeployed through the use of Lycos search tools, as well as appropriate copyright\nnotices.  [*].  During the term of this Agreement, the Lycos Services will be\nthe exclusive Web search and navigation service available through the B&N Site,\nexcluding the proprietary search tools developed by B&N for searching the B&N\nSite.\n\n          (b) B&N agrees to include Lycos branded bookmarks with the shipment of\nall books purchased online through the B&N Site.\n\n          (c) [*], B&N agrees to deploy the Lycos Search API tools on the B&N\nSite in order to integrate searches of the Lycos Catalog and Lycos Pictures and\nSounds, in the manner determined by B&N, in its sole discretion, which\ndetermination will be made and provided to Lycos within thirty days of the\nexecution of this Agreement.\n\n          (d) B&N will make its personnel available to Lycos to assist Lycos in\nestablishing the B&N Links between the Lycos Site and the B&N Site referred to\nherein, including establishing links to the Book Lists, Book of the Week and\nBook Reviews sections of the B&N Site.  B&N personnel will also assist Lycos in\nimplementing the feature of passing queries from Lycos to the Lycos Search API\nlocated on the B&N Site.\n\n          (e) B&N will also make its editorial staff available to Lycos in order\nto utilize the Lycos PowerSearch API tool for the creation of searches of the\nWeb for positioning on the B&N Site.\n\n          (f) Concurrently with the execution of this Agreement, Barnes & Noble,\nInc.  will execute and deliver to Lycos the Promotion Agreement in the form of\nExhibit B attached hereto.\n---------                 \n\n                                      -4-\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n\n\n \n     4.   License Grant by Lycos.\n          ---------------------- \n\n          (a) Lycos will provide B&N the Lycos Search API tools, which B&N,\nsolely at its option, may deploy on the B&N Site in order to integrate search of\nthe Lycos Catalog of the Internet and Lycos Pictures and Sounds.  B&N will be\nresponsible for implementing the API within the B&N Site so as to make Web\nSearch Results available to users of the B&N Site.\n\n          (b) Subject to the terms and conditions of this Agreement, Lycos\nhereby grants to B&N the right to use the Lycos Search API so as to provide\nusers of the B&N Site access to Web Search Results.  To the extent such access\nis deemed to be a reproduction, transmission or distribution, B&N is further\ngranted a worldwide, royalty-free license to use, reproduce, transmit,\ndistribute and publicly display Web Search Results so as to make the Web Search\nResults available to users of the B&N Site via the Web.\n\n          (c) Subject to the terms and conditions of this Agreement, Lycos\nhereby grants B&N the right to reproduce and display all logos, trademarks,\ntrade names and similar identifying material relating to the Lycos Search and\nLycos PowerSearch APIs and the Lycos bookmarks (the \"Lycos Marks\") in connection\nwith the promotion, marketing and distribution of the Web searches being\navailable through the B&N Site and the shipment of the Lycos bookmarks.  Upon\nLycos' request, B&N will make available samples of any uses of the Lycos Marks\nfor approval by Lycos, such approval to be in Lycos' sole and exclusive\ndiscretion.\n\n     5.   Royalties and Fees.\n          ------------------ \n\n          (a) In consideration of Lycos' obligations under this Agreement, B&N\nshall pay Lycos [*]\n\n                                      -5-\n \n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n \n*\n          (d) B&N shall calculate and report in writing to Lycos within thirty\ndays after each quarter the Net Revenues derived during such quarter on all\ntransactions initiated by viewers sent to the B&N Site from the Lycos Services,\nand, if required under Section 5(b) above, make payment to Lycos of the\napplicable royalty.  B&N shall permit Lycos to audit B&N's books and records\nwith respect to Net Revenues, during normal business hours and no more than once\nquarterly upon five (5) business days' notice, in order to ensure B&N's\ncompliance with this Section 5.  B&N will pay all costs and expenses of such\naudit in the event there is a discrepancy of 10% or more.\n\n     6.   Term of Agreement.\n          ----------------- \n\n          The term of this Agreement shall commence on the date hereof and will\ncontinue until [*]\n\n     7.   Representations and Warranties of the Parties.\n          --------------------------------------------- \n\n          In order to induce Lycos to enter into this Agreement, B&N hereby\nwarrants and represents as follows:\n\n          (a) Status.  B&N is a corporation in good standing under the laws of\n              ------                                                          \nthe state of its organization, and has the full right, power and authority to\nenter into this Agreement and to grant the rights herein granted.\n\n                                      -6-\n\n\n \n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n \n\n \n          (b) No Conflicting Obligations.  The performance by B&N pursuant to\n              --------------------------                                     \nthis Agreement and\/or the rights herein granted to Lycos will not conflict with\nor result in a breach or violation of any of the terms or provisions, or\nconstitute a default under any organizational instruments of B&N or any\nagreement to which B&N is a party or to which it is bound.\n\n          (c) Right to License.  B&N possesses the full right and authority to\n              ----------------                                                \nprovide access to the B&N Site and to license the B&N Marks.  B&N is the sole\nowner and\/or has the right to license, and shall continue to own and\/or have the\nright to license, throughout the term of the Agreement, all right, title and\ninterest in and to the B&N Site, except for content written, prepared or\notherwise developed by users of the B&N Site (\"User Content\").\n\n          (d) Compliance with Laws and Regulations.  B&N shall comply with all\n              ------------------------------------                            \napplicable laws, statutes, ordinances, rules and regulations of each country,\nstate, city or other political entity.\n\n          (e) Clearances.  Throughout the term of this Agreement, B&N shall\n              ----------                                                   \nmaintain the B&N Site and its INTERNIC registration.  All fees of any nature,\nincluding, without limitation, residuals, royalties, reuse, health and welfare\npayments, and similar or dissimilar fees due to third parties (including\nwriters, composers and performers) for rights necessary to exploit the B&N Site,\nas provided herein, shall be the sole responsibility of B&N.\n\n          (f) No Infringement.  B&N has the right to enter into this Agreement\n              ---------------                                                 \nand to grant to Lycos the license provided herein and neither the B&N Site\n(other than User Content) nor the B&N Marks nor any other materials or any\nelements or parts thereof, nor the provision of access to the B&N Site pursuant\nto the provisions hereof by Lycos, shall violate or infringe upon the copyright,\nliterary, privacy, publicity, trademark, service mark or any other personal,\nmoral or property right of any person, nor shall same constitute a libel or\ndefamation of any person whatsoever.\n\n          (g) General.  EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES,\n              -------                                                           \nB&N MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR\nIMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF\nFITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD\nEXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.\n\n     8.   Representations and Warranties of Lycos.   In order to induce B&N to\n          ---------------------------------------                             \nenter into this Agreement, Lycos represents and warrants that:\n\n                                      -7-\n\n \n          (a) Corporate Status.  Lycos is a corporation in good standing under\n              ----------------                                                \nthe laws of the State of Delaware, and has the full right, power and authority\nto enter into this Agreement and to grant the rights herein granted.\n\n          (b) No Conflicting Obligations.  The performance by Lycos pursuant to\n              --------------------------                                       \nthis Agreement and\/or the rights herein granted to B&N will not result in a\nbreach or violation of any of the terms or provisions, or constitute a default\nunder any organizational instruments of Lycos or any agreement to which Lycos is\na party or to which it is bound.\n\n          (c) Right to License.  Lycos possesses the full right and authority to\n              ----------------                                                  \nlicense the Lycos Services and the Lycos Marks.  Lycos is the sole owner and\/or\nhas the right to license, and shall continue to own and\/or have the right to\nlicense, throughout the term of this Agreement, all right, title and interest,\nincluding without limitation all rights under copyright in and to the Lycos\nServices and all materials created by employees of Lycos and\/or third parties,\nfor or in connection with the Lycos Services, and each element thereof.\n\n          (d) Compliance with Laws and Regulations.  Lycos shall comply with all\n              ------------------------------------                              \napplicable laws, statutes, ordinances, rules and regulations of each country,\nstate, city or other political entity.\n\n          (e) Clearances.  Lycos shall clear all rights in the Lycos Services\n              ----------                                                     \nand all elements thereof for use as provided herein.  All fees of any nature,\nincluding, without limitation, residuals, royalties, reuse, health and welfare\npayments, and similar or dissimilar fees due to third parties (including\nwriters, composers and performers) for rights necessary to exploit the Lycos\nServices, as provided herein, shall be the sole responsibility of Lycos.\n\n          (f) No Infringement.  Lycos has the right to enter into this Agreement\n              ---------------                                                   \nand to grant to B&N the license provided herein and neither the Lycos Services\nnor any other materials or any elements or parts thereof or other material\ndelivered or to be delivered to B&N hereunder, shall violate or infringe upon\nthe copyright, literary, privacy, publicity, trademark, service mark or any\nother personal, moral or property right of any person, nor shall same constitute\na libel or defamation of any person whatsoever.\n\n          (g) General.  EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES,\n              -------                                                           \nLYCOS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR\nIMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF\nFITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD\nEXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.\n\n                                      -8-\n\n \n     9.   Indemnification.\n          --------------- \n\n          (a) B&N Indemnity.  B&N will at all times indemnify and hold harmless\n              -------------                                                    \nLycos and its officers, directors, shareholders, successors and assigns from and\nagainst any and all third party claims, damages, liabilities, costs and\nexpenses, including reasonable legal fees and expenses, arising out of or\nrelating to any breach of any warranty, representation, covenant or agreement\nmade by B&N in this Agreement.  Lycos shall give B&N prompt written notice of\nany claim, action or demand for which indemnity is claimed.  B&N shall have the\nright, but not the obligation, to control the defense and\/or settlement of any\nclaim in which it is named as a party.  Lycos shall have the right to\nparticipate in any defense of  a claim by B&N with counsel of Lycos' choice at\nits own expense.  The foregoing indemnity is conditioned upon:  prompt written\nnotice by Lycos to B&N of any claim, action or demand for which indemnity is\nclaimed; complete control of the defense and settlement thereof by B&N; and such\nreasonable cooperation by Lycos in the defense as B&N may request.\n\n          (b) Lycos Indemnity.  Lycos will at all times defend, indemnify and\n              ---------------                                                \nhold harmless B&N and its officers, directors, shareholders, successors and\nassigns from and against any and all third party claims, damages, liabilities,\ncosts and expenses, including reasonable legal fees and expenses, arising out of\nor relating to any breach of any warranty, representation, covenant or agreement\nmade by Lycos in this Agreement.  B&N shall give Lycos prompt written notice of\nany claim, action or demand for which indemnity is claimed. Lycos shall have the\nright, but not the obligation, to control the defense and\/or settlement of any\nclaim in which it is named as a party.  B&N shall have the right to participate\nin any defense of  a claim by Lycos with counsel of B&S's choice at its own\nexpense.  The foregoing indemnity is conditioned upon:  prompt written notice by\nB&N to Lycos of any claim, action or demand for which indemnity is claimed;\ncomplete control of the defense and settlement thereof by Lycos; and such\nreasonable cooperation by B&N in the defense as Lycos may request.\n\n     10.  Confidentiality; Press Releases.\n          ------------------------------- \n\n          (a) Non-Disclosure Agreement.  The parties agree and acknowledge that,\n              ------------------------                                          \nas a result of negotiating, entering into and performing this Agreement, each\nparty has and will have access to certain of the other party's Confidential\nInformation (as defined below).  Each party also understands and agrees that\nmisuse and\/or disclosure of that information could adversely affect the other\nparty's business.  Accordingly, the parties agree that, during the term of this\nAgreement and thereafter, each party shall use and reproduce the other party's\nConfidential Information only for purposes of this Agreement and only to the\nextent necessary for such purpose and shall restrict disclosure of the other\nparty's Confidential Information to its employees, consultants or independent\ncontractors with a need to know and shall not disclose the other party's\nConfidential Information to any third party without the prior written \n\n                                      -9-\n\n \napproval of the other party. Notwithstanding the foregoing, it shall not be a\nbreach of this Agreement for either party to disclose Confidential Information\nof the other party if required to do so under law or in a judicial or other\ngovernmental investigation or proceeding, provided the other party has been\ngiven prior notice and the disclosing party has sought all available safeguards\nagainst widespread dissemination prior to such disclosure.\n\n          (b) Confidential Information Defined.  As used in this Agreement, the\n              --------------------------------                                 \nterm \"Confidential Information\" refers to:  (i) the terms and conditions of this\nAgreement; (ii) each party's trade secrets, business plans, strategies, methods\nand\/or practices; and (iii) other information relating to either party that is\nnot generally known to the public, including information about either party's\npersonnel, products, customers, marketing strategies, services or future\nbusiness plans.  Notwithstanding the foregoing, the term \"Confidential\nInformation\" specifically excludes (i) information that is now in the public\ndomain or subsequently enters the public domain by publication or otherwise\nthrough no action or fault of the other party; (ii) information that is known to\neither party without restriction, prior to receipt from the other party under\nthis Agreement, from its own independent sources as evidenced by such party's\nwritten records, and which was not acquired, directly or indirectly, from the\nother party; (iii) information that either party receives from any third party\nreasonably known by such receiving party to have a legal right to transmit such\ninformation, and not under any obligation to keep such information confidential;\nand (iv) information independently developed by either party's employees or\nagents provided that either party can show that those same employees or agents\nhad no access to the Confidential Information received hereunder.\n\n          (c) Press Releases.  Lycos and B&N shall jointly prepare press\n              --------------                                            \nreleases concerning the existence of this Agreement and the terms hereof.  B&N\nshall sponsor a public relations event in which B&N and Lycos will jointly\nannounce the relationship contemplated hereby.  Otherwise, no public statements\nconcerning the existence or terms of this Agreement shall be made or released to\nany medium except with the prior approval of Lycos and B&N or as required by\nlaw.\n\n                                      -10-\n\n \n     11.  Termination.  Either party may terminate this Agreement if (a) the\n          -----------                                                       \nother party files a petition for bankruptcy or is adjudicated bankrupt; (b) a\npetition in bankruptcy is filed against the other party and such petition is not\ndismissed within sixty days of the filing date; (c) the other party becomes\ninsolvent or makes an assignment for the benefit of its creditors pursuant to\nany bankruptcy law, or (d) a receiver is appointed for the other party or its\nbusiness.  In addition, either party may terminate this Agreement upon the\noccurrence of a material breach by the other party if such breach is not cured\nwithin ninety (90) days after written notice is received by the breaching party\nidentifying the matter constituting the material breach.  [*]\n\n     12.  Relationship of Parties.  B&N and Lycos are independent contractors\n          -----------------------                                            \nunder this Agreement, and nothing herein shall be construed to create a\npartnership, joint venture or agency relationship between B&N and Lycos.\nNeither party has authority to enter into agreements of any kind on behalf of\nthe other.\n\n     13.  Assignment, Binding Effect.  Neither Lycos nor B&N may assign this\n          --------------------------                                        \nAgreement or any of its rights or delegate any of its duties under this\nAgreement without the prior written consent of the other.\n\n     14.  Choice of Law.  This Agreement, its interpretation, performance or any\n          -------------                                                         \nbreach thereof, shall be construed in accordance with, and all questions with\nrespect thereto shall be determined by, the laws of the Commonwealth of\nMassachusetts applicable to contracts entered into and wholly to be performed\nwithin said state.\n\n     15.  Counterparts.  This Agreement may be executed in multiple\n          ------------                                             \ncounterparts, each of which shall be deemed to be an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     16.  Section Headings.  Section headings are for convenience only and are\n          ----------------                                                    \nnot a part of this Agreement.\n\n     17.  Entire Agreement.  This Agreement contains the entire understanding of\n          ----------------                                                      \nthe parties hereto with respect to the transactions and matters contemplated\nhereby, supersedes all previous agreements between Lycos and B&N 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, \n\n                                      -11-\n\n \n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n \nemployee or attorney for the other party in executing this Agreement except as\nexpressly stated herein.\n\n     18.  Limitations of Liability.\n          ------------------------ \n\n          UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY\nFOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF\nTHAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM\nANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD\nPARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR\nLOST BUSINESS.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS\nOF THE AMOUNT RECEIVED BY LYCOS UNDER THIS AGREEMENT, PROVIDED THAT THIS SECTION\nDOES NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (A) WILLFUL AND\nMALICIOUS MISCONDUCT; (B) DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY;\n(C) BODILY INJURY OR DEATH CAUSED BY NEGLIGENCE; OR (D) INDEMNIFICATION\nOBLIGATIONS HEREUNDER.\n\n\n\n                                *      *      *\n\n7\n\n                                      -12-\n\n \n     IN WITNESS WHEREOF, the parties have duly executed and delivered this\nAgreement as of the date set forth above.\n\nBARNESANDNOBLE.COM, INC.                LYCOS, INC.\n\n\n\nBy:______________________________       By:______________________________\n                                                                         \n                                                                         \nName:____________________________       Name:____________________________\n                                                                         \n                                                                         \nTitle:___________________________       Title:___________________________\n                                                                         \n                                                                         \nDate:____________________________       Date:____________________________ \n\n\n \n     In consideration of, and as a material inducement for, Lycos, Inc. entering\ninto this Agreement, the undersigned, Barnes & Noble, Inc. (the \"Guarantor\")\nhereby unconditionally guarantees the full and prompt payment of the obligations\nof BarnesandNoble.com, Inc. (\"B&N\") under the Agreement and hereby covenants to\nand agrees with Lycos that if default shall at any time be made by B&N in the\npayment of its obligations, Guarantor shall and will promptly make such payments\nto Lycos.  Subject to the last sentence hereof, this guaranty is an irrevocable,\nabsolute and unconditional guaranty of payment and of performance.  This\nguaranty shall be a continuing guaranty, and the liability of Guarantor\nhereunder shall in no way be affected, modified, impaired or diminished by\nreason of any assignment, renewal, modification or extension of the Agreement or\nby reason of any bankruptcy, insolvency, reorganization, assignment for the\nbenefit of creditors, receivership or similar action affecting B&N.\n[*]\n\n\n                                    BARNES & NOBLE, INC.\n\n\n\n                                    By:_________________________________________\n                                       Name:\n                                       Title:\n\n                                      -13-\n\n \n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6857,8096],"corporate_contracts_industries":[9492,9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42371","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-barnes---noble-inc","corporate_contracts_companies-lycos-inc","corporate_contracts_industries-retail__books","corporate_contracts_industries-technology__programming","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\/42371","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=42371"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42371"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42371"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42371"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}