{"id":42466,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-netbot-inc-and-go2net-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-netbot-inc-and-go2net-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-netbot-inc-and-go2net-inc.html","title":{"rendered":"License Agreement &#8211; Netbot Inc. and Go2Net Inc."},"content":{"rendered":"<pre>                                LICENSE AGREEMENT\n\n\n     This Agreement, dated as of January 31, 1997, is made and entered into by\nand between Netbot, Inc. (\"Netbot\") and go2net, Inc. (\"Go2net\"). Netbot and\nGo2net agree as follows:\n\nSECTION 1.     DEFINITIONS\n\n     Whenever used in this Agreement with initial letters capitalized, the\nfollowing terms will have the following specified meanings:\n\n     \"AVERAGE DAILY QUERIES\" means the daily average of the number of queries\nmade through the Metacrawler Service during any Month of the Term, excluding any\nday that any Go2net Internet server is not available at least 95% of the time\nduring the period from 5:00 a.m. to 6:00 p.m. Pacific Standard Time.\n\n     \"FISCAL QUARTER\" means any of the successive periods of three consecutive\nMonths commencing after the date of this Agreement, except that the first Fiscal\nQuarter will be the two Months of February and March 1997. The second Fiscal\nQuarter will be the Months of April, May and June 1997. The third Fiscal Quarter\nwill be the Months of July, August and September 1997. The fourth Fiscal Quarter\nwill be the Months of October, November and December 1997.\n\n     \"GO2NET TECHNOLOGIES\" means any and all features and functions that Go2net\nmay integrate with, or incorporate into, the Metacrawler Service or the\nMetacrawler Site and that are not based upon or derived from any of the Licensed\nTechnologies.\n\n\n     \"GROSS REVENUES\" means the gross revenues (whether in cash, barter,\nproperty or other consideration) received by Go2net from the Metacrawler Service\n(including, without limitation, any revenues from advertisements or other\ndisplays at the Metacrawler Site) after deducting any commissions paid by Go2net\nto third parties (e.g., not employees of Go2net) for selling advertisements or\nother displays at the Metacrawler Site; provided that any gross revenues\nreceived in a form other than cash will be included in Gross Revenues at only\nfifty percent (50%) of fair market value and provided further that Go2net may\ngive away for free or barter up to twenty-five percent (25%) of the total number\nof advertising displays on the Metacrawler Site and exclude the same from the\ndetermination of Gross Revenues hereunder. Gross Revenues do not include any\nretail sales, use or similar taxes collected for remittance to any governmental\nauthority. Gross Revenues will be determined in accordance with generally\naccepted accounting principles.\n\n\n\n\n\n\n\n     \"LICENSE\" means the license granted under paragraph 2.1.\n\n     \"LICENSED TECHNOLOGIES\" means the Metacrawler Search Engine, the\nMetacrawler Site and the Metacrawler URL. The Licensed Technologies do not\ninclude:\n\n          (a)  any of the Shopbot, Ahoy! or Occam software technologies referred\n     to in the UW License Agreement; or\n\n          (b)  any of the Go2net Technologies.\n\n     \"METACRAWLER SEARCH ENGINE\" means the computer programs comprising the\nmeta-search engine utilized by Netbot in providing the Metacrawler Service as of\nthe date of this Agreement, together with any modifications of such computer\nprograms made pursuant to the License. The files included in the Metacrawler\nSearch Engine as of the date of this Agreement are listed in the attached\nExhibit A.\n\n     \"METACRAWLER SERVICE\" means the World Wide Web search service provided\nthrough the Metacrawler Site by Netbot as of the date of this Agreement, as the\nsame may be modified and provided by Go2net after the date of this Agreement.\n\n     \"METACRAWLER SITE\" means the HTML page (i.e., screen displays and HTML\nfiles that generate the screen displays) operated by Netbot at the Metacrawler\nURL as of the date of this Agreement, as the same may be modified and operated\nby Go2net after the date of and pursuant to this Agreement.\n\n     \"METACRAWLER URL\" means the URL for the Metacrawler Site (i.e.,\nwww.metacrawler.com), as the same may be modified pursuant to the License.\n\n     \"MONTH\" means a calendar month.\n\n     \"TERM\" means the period of time described in Section 5.\n\n     \"UW\" means the University of Washington.\n\n     \"UW LICENSE AGREEMENT\" means the provisions of the Exclusive License\nAgreement between the UW and Netbot (formerly known as Softbots, Inc.) attached\nas Exhibit B.\n\nSECTION 2.     THE LICENSE\n\n      2.1      GRANT\n\n\n\n\n\n\n\n     Netbot hereby grants to Go2net an exclusive, worldwide license to provide\nthe Metacrawler Service during the Term. Subject to the restrictions and other\nprovisions set forth in Section 4, Go2net may modify the Metacrawler Service\nduring the Term according to its own discretion. As part of the License, Go2net\nwill have the exclusive right to operate, modify and reproduce the Metacrawler\nSite (including, without limitation, the exclusive right to use, modify and\nreproduce the name \"Metacrawler\" and the Metacrawler URL in connection with the\noperation of the Metacrawler Site) during the Term. Further, the License\nincludes the nonexclusive right to use, modify and reproduce the Metacrawler\nSearch Engine as reasonably required in connection with the provision of the\nMetacrawler Service during the Term.\n\n      2.2      RESTRICTION ON SUBLICENSING\n\n     Go2net will not sublicense any of the Licensed Technologies or rights under\nthe License without the prior written consent of Netbot.\n\n      2.3      RESERVATION OF RIGHTS\n\n     The License sets forth all of the rights granted by Netbot to Go2net with\nrespect to the Metacrawler Service and the Licensed Technologies. Except for the\nLicense, Netbot reserves all patent, copyright, trade secret, trademark and\nother proprietary rights in the Metacrawler Service and the Licensed\nTechnologies. Without limitation of the foregoing, Netbot reserves the right to\nuse, modify, reproduce and license the Metacrawler Search Engine for any purpose\nother than the provision of the Metacrawler Service. Further, Netbot reserves\nthe right for the UW to use, modify and reproduce the Metacrawler Search Engine\nand derivatives of the Metacrawler Site to operate Internet sites for internal\npurposes within the UW domain and to use, modify and reproduce any of the\nLicensed Technologies for research, instructional and academic purposes and as\notherwise provided in the UW License Agreement. Go2net hereby assigns to Netbot\nany and all patent, copyright, trade secret, trademark and other proprietary\nrights that it may have in any modification to the Licensed Technologies made\npursuant to the License; provided that this assignment will not apply to any\nGo2net trademark or Go2net Technologies; and provided, further, that Go2net will\nnot be obligated to deliver any such modification to Netbot until the end of the\nTerm as provided for in paragraph 5.4. Go2net will take such additional action\n(including, without limitation, the execution and delivery of separate\nassignments or other documents) as Netbot may reasonably request to effect,\nperfect or evidence any such assignment. Go2net reserves all patent, copyright,\ntrade secret, trademark and other proprietary rights in the \"go2net\" name, the\ngo2net URL (i.e. WWW.go2search.com) and the Go2net Technologies.\n\n\n\n\n\n\n\n\n\n\n\n     2.4      THE UW LICENSE AGREEMENT\n\n     The License, as applied to any Licensed Materials licensed by Netbot from\nthe UW pursuant to the UW License Agreement, is subject to any applicable\nprovisions of the UW License Agreement. However, the parties desire and intend\nfor Go2net's rights with respect to the Metacrawler Service and the Licensed\nTechnologies to be determined and governed by this Agreement to the fullest\nextent possible. To that end:\n\n          (a) Netbot will not amend, breach or terminate the UW License\n     Agreement in any manner that may adversely affect any of Go2net's rights\n     under this Agreement; and\n\n          (b) to the fullest extent possible, this Agreement will survive any\n     termination of the UW License Agreement.\n\nSECTION 3.    COMPENSATION\n\n      3.1     INITIAL LICENSE FEE\n\n          Upon execution of this Agreement, Go2net will pay Netbot an initial\n     license fee of $100,000.\n\n      3.2     FEES BASED UPON AVERAGE DAILY QUERIES\n\n          3.2.1 If the Average Daily Queries during the first Fiscal Quarter\nexceed 100,000, then Go2net will pay Netbot an additional fee of $20,000 within\nthirty (30) days after the end of such Fiscal Quarter.\n\n          3.2.2 If the Average Daily Queries during the second Fiscal Quarter\nexceed 125,000, then Go2net will pay Netbot an additional fee of $20,000 within\nthirty (30) days after the end of such Fiscal Quarter. If the Average Daily\nQueries during the second Fiscal Quarter exceed 100,000 but not 125,000, then\nGo2net will pay Netbot an additional fee of $10,000 within thirty (30) days\nafter the end of such Fiscal Quarter.\n\n          3.2.3 If the Average Daily Queries during the third Fiscal Quarter\nexceed 150,000, then Go2net will pay Netbot an additional fee of $20,000 within\nthirty (30) days after the end of such Fiscal Quarter. If the Average Daily\nQueries during the third Fiscal Quarter exceed 125,000 but not 150,000, then\nGo2net will pay Netbot an additional fee of $10,000 within thirty (30) days\nafter the end of such Fiscal Quarter.\n\n\n\n\n\n\n\n          3.2.4 If the Average Daily Queries during the fourth Fiscal Quarter\nexceed 200,000, then Go2net will pay Netbot an additional fee of $20,000 within\nthirty (30) days after the end of such Fiscal Quarter. If the Average Daily\nQueries during the fourth Fiscal Quarter exceed 175,000 but not 200,000, then\nGo2net will pay Netbot an additional fee of $10,000 within thirty (30) days\nafter the end of such Fiscal Quarter.\n\n     3.3      FEES BASED UPON ACCESS TO THIRD PARTY SEARCH ENGINES\n\n     If each of the following five Internet search engines are available (i.e.,\nnot filtered or otherwise blocked by the third-party provider of such search\nengines such that they are less available to the Metacrawler Service than they\nare generally available to the public) to the Metacrawler Service after the\nfirst anniversary of the date of this Agreement, then Go2net will pay to Netbot\nan additional fee of $50,000 within thirty (30) days after the date of such\nanniversary:\n\n                     *\n\nIf any of the foregoing search engines is not generally available to the public\n(e.g., because the provider of such search engine is no longer in business or\nfor any other reason), then such search engine will nonetheless be considered to\nbe available to the Metacrawler Service for purposes of this paragraph.\n\n     3.4      ROYALTIES\n\n\n     Go2net will pay Netbot royalties based upon a percentage of the Gross\nRevenues received by Go2net as follows:\n\n\n                                  Percentage\nPeriod\n                                                      \nPrior to April 1997                   40%\nApril - June 1997                     20%\nJuly - September 1997                 15%\nOctober - December 1997               10%\n1998                                  10%\nAfter 1998                           7.5%\n\n\n\n* Information omitted for confidential treatment.\n\n\n\nGo2net will pay Netbot the royalties payable with respect to any Gross Revenues\nreceived during any Fiscal Quarter within thirty (30) days after the end of the\nFiscal Year. Each royalty payment will be accompanied by a written statement of\nthe Gross Revenues and calculation of royalties for the applicable Fiscal\nQuarter. Each statement will be supported by such documentation and information\nas Netbot may reasonably request to verify the same. Go2net will keep current,\ncomplete and accurate records regarding the Gross Revenues and calculation of\nroyalties under this Agreement in accordance with generally accepted accounting\nprinciples. Go2net will provide Netbot or its designated representative access\nto such records for examination, reproduction and audit upon Netbot's reasonable\nadvance request.\n\n     3.5      ANNUAL FEE BEGINNING JANUARY 1, 1999\n\n     On or before January 1 of each year during the Term beginning January 1,\n1999, Go2net will pay Netbot a nonrefundable annual fee of $25,000. Go2net may\napply the annual fee under this paragraph as a credit against the royalties\npayable under paragraph 3.4 with respect to the Gross Revenues received during\nthe year for which the annual fee is paid (e.g. the annual fee payable on or\nbefore January 1, 1999 is for the calendar year 1999), but not any other\npayments under this Agreement (e.g. the annual fee for 1999 may not be applied\nagainst royalties payable with respect to Gross Revenues received during any\nsubsequent year).\n\n      3.6      CUMULATIVE PAYMENTS\n\n     The payments described in paragraphs 3.1, 3.2, 3.3, 3.4 and 3.5 are\ncumulative. Except as specifically provided in paragraph 3.5, no payment under\nparagraph 3.1, 3.2, 3.3, 3.4 or 3.5 will be applied to offset or reduce any\npayment due under any other provision of this Agreement.\n\n      3.7      INTEREST ON LATE PAYMENTS\n\n     Any amount not paid when due under this Section 3 will bear interest at the\nrate of 12% per annum or the highest rate permitted by applicable usury law,\nwhichever is less, calculated on a daily basis from the date due until the date\npaid.\n\nSECTION 4.     PROVISION OF METACRAWLER SERVICE DURING THE TERM\n\n      4.1      GENERAL\n\n     The parties will cooperate to effect an orderly, expeditious and efficient\ntransfer of the Metacrawler Service to Go2net as soon as practicable after the\ndate of this Agreement. Without limitation of the foregoing, Netbot will deliver\nthe Licensed\n\n\n\n\n\n\nTechnologies to Go2net via encrypted email or other mutually acceptable means\nupon Netbot's receipt of the initial license fee described in paragraph 3.1.\nNetbot will continue to operate and maintain the Metacrawler Service in\nsubstantially the same manner as it has operated and maintained the Metacrawler\nService prior to the date of this Agreement until the earlier of the date upon\nwhich Go2net begins to operate the Metacrawler Service or March 3, 1997. Go2net\nwill use its best efforts to commercially exploit the Metacrawler Service and\ngenerate Gross Revenues throughout the Term.\n\n      4.2      NETBOT SUPPORT\n\n     During the first six Months of the Term, Netbot will make available to\nGo2net free of charge up to twelve hours of consultation with respect to the\nMetacrawler Service and Licensed Technologies; provided that Netbot will not be\nobligated to provide more than four hours of consultation in any Month. Netbot\nwill provide such additional consultation for such compensation and upon such\nterms and conditions as may be agreed upon from time to time by the parties.\nSuch consultation will be provided via electronic mail or other mutually\nacceptable means of communication.\n\n      4.3      BANNER ADVERTISING\n\n     During the first twelve Months of the Term, Go2net will make available to\nNetbot for Netbot's use (but not for resale by Netbot) free of charge up to \n   *     of the total of number banner advertising impressions made\navailable at the Metacrawler Site (e.g., one out of every twenty banner\nadvertisements will be made available to Netbot). The position, size, prominence\nand other details of such banner advertising will be determined by mutual\nagreement of the parties and not less favorable to Netbot than offered by Go2net\nto any other advertiser. \n\n      4.4      NETBOT LINK\n\n     Throughout the Term prior to January 1, 1998, Go2net will make available to\nNetbot free of charge space on the Metacrawler Site for a link to one other\nInternet site to be designed by Netbot. Unless otherwise agreed by the parties,\nthe position, size, prominence and other details of such space will be\nsubstantially as described in the attached Exhibit C. Netbot will provide and be\nresponsible for the content of this space. Netbot will indemnify Go2net from any\nclaims arising out of such content as provided for in paragraph 6.2.\n\n      4.5      REFERENCES\n\n     Netbot may include references to the Metacrawler Site and the Licensed\nTechnologies in its advertising, promotional and other materials so long as any\n\n\n\n* Information omitted for confidential treatment.\n\n\n\nreference to the Metacrawler Site includes the Metacrawler URL, as the same may\nbe modified from time to time by Go2net during the Term. Further, Netbot and the\nUW may maintain pointers and links to the Metacrawler Site from other Internet\nsites operated by Netbot or the UW.\n\n      4.6      DEVELOPER CREDIT\n\n     Go2net will prepare and maintain as part of the Metacrawler Site a mutually\nacceptable history page or other display providing appropriate credit to the\ndevelopers of the Licensed Technologies. Unless and until such display is\nimplemented, attribution to such developers will be provided in substantially\nthe same manner, position, size and prominence as is provided in the Licensed\nTechnologies as of the date of this Agreement.\n\n      4.7      PROTECTION OF METACRAWLER SEARCH ENGINE CODES\n\n     The source and object codes to the Metacrawler Search Engine involve\nvaluable trade secrets and other proprietary rights of Netbot. Go2net will\nprotect such codes from any unauthorized use, disclosure, copying, dissemination\nor distribution. Without limitation of the foregoing, Go2net will restrict\naccess to such codes to those of its employees who need access to provide the\nMetacrawler Service and have agreed to protect such codes from unauthorized use,\ndisclosure, copying, dissemination and distribution. Further, Go2net will use,\nmodify and copy the Metacrawler Search Engine solely for the provision of the\nMetacrawler Service in accordance with this Agreement. Go2net will not use,\nmodify or copy any of the Metacrawler Search Engine for any other purpose (e.g.,\nto develop or provide any other Internet search service).\n\nSECTION 5.     TERM AND TERMINATION\n\n      5.1      GENERAL\n\n     The Term will commence as of the date of this Agreement and will continue\nin perpetuity, unless and until terminated in accordance with paragraphs 5.2 or\n5.3.\n\n      5.2      OPTIONAL TERMINATION BY GO2NET\n\n     Go2net may terminate the Term by giving Netbot written notice of such\ntermination, provided that no termination under this paragraph will be effective\nprior to the later of:\n\n          (a) the expiration of ninety (90) days after Netbot's receipt of\n     Go2net's written notice of termination; or\n\n\n\n\n\n\n\n          (b) the expiration of one year after the date of this Agreement.\n\n      5.3      TERMINATION FOR DEFAULT\n\n     Either party may terminate the Term by giving the other party written\nnotice of termination if:\n\n          (a) the other party commits a material breach of or default under this\n     Agreement and fails to cure such breach or default within thirty (30) days\n     after the terminating party gives the other party written notice of its\n     intent to terminate the Term if the breach or default is not cured within\n     thirty (30) days; or\n\n          (b) any of the following take place with regard to the other party:\n     (i) such party makes a general assignment or general arrangement for the\n     benefit of its creditors; (ii) the filing by or against such party of a\n     petition to have it adjudged bankrupt or of a petition for reorganization\n     or arrangement of such party under any law relating to bankruptcy or\n     insolvency unless, in the case of a filing against such party, the same is\n     dismissed within thirty (30) days; (iii) the appointment of a trustee or a\n     receiver to take possession of substantially all of such party's assets or\n     its interests in this Agreement, where such possession is not restored\n     within thirty (30) days; or (iv) the attachment, execution or other\n     judicial seizure of substantially all of such party's assets or its\n     interests in this Agreement, where such seizure is not discharged within\n     thirty (30) days.\n\n     5.4      EFFECT OF TERMINATION\n\n     Upon any termination of the Term pursuant to paragraph 5.2 or 5.3, the\nfollowing will apply, except as otherwise specifically provided in paragraph\n5.5:\n\n          (a) the License will terminate;\n\n          (b) Go2net will not have any license or other right to the Metacrawler\n     Service or the Licensed Technologies;\n\n          (c) Go2net will cooperate to effect an orderly, expeditious and\n     efficient transfer of the Metacrawler Service to Netbot;\n\n          (d) Go2net will deliver to Netbot any and all copies of any of the\n     Licensed Technologies (including, without limitation, any modifications\n     made pursuant to the License) in the possession or control of Go2net;\n\n\n\n\n\n\n\n          (e) the parties' respective obligations under paragraph 2.3, 4.7, 5.4\n     and 5.5 and Sections 3, 6, 7 and 8 will survive; and\n\n          (f) Go2net will retain its rights in the \"go2search\" name, the go2net\n     URL (i.e., www.go2search.com) and the Go2net Technologies.\n\n     5.5      TERMINATION BY GO2NET FOR NETBOT'S DEFAULT\n\n     In the event of any termination of the Term by Go2net pursuant to paragraph\n5.3, the following will apply, notwithstanding any provision of paragraph 5.4 to\nthe contrary:\n\n          (a) Go2net will have a nonexclusive, royalty-free, perpetual license\n     to use, modify and reproduce any and all modifications to the Metacrawler\n     Service or Licensed Technologies made by Go2net pursuant to the License;\n\n          (b) Go2net may refer www.metacrawler.com to a URL of Go2net's\n     designation; and\n\n          (c) as to the Metacrawler URL Go2net will be obligated to return\n     \"www.metacrawler.com\" only.\n\n     5.6      OTHER SEARCH SITES\n\n     This Agreement will not be interpreted or construed to prohibit or restrict\nGo2net from operating an Internet search service, site and\/or search engine\nindependent of the Licensed Technologies. Without limitation of the foregoing,\nupon any termination of the Term, Go2net may operate an Internet search service,\nsite and\/or search engine that are virtually or substantially identical in\nfunction to the Licensed Technologies; provided that such other Internet search\nservice, site and\/or search engine:\n\n          (a) are not based upon or derived from any of the Licensed\n     Technologies; and\n\n          (b) do not infringe, misappropriate or otherwise violate any patent,\n     copyright, trade secret, trademark or other proprietary right of Netbot or\n     the UW.\n\nSECTION 6.    WARRANTIES AND REMEDIES\n\n      6.1     WARRANTY\n\n\n\n\n\n\n\n     Netbot warrants that:\n\n          (a) Netbot has the right to grant the License as it applies to the\n     Licensed Technologies as of the date of this Agreement (e.g., Netbot does\n     not warrant any modifications made by Go2net or any third party pursuant to\n     the License or otherwise after the date of this Agreement); and\n\n          (b) the grant of the License does not conflict with, violate or\n     constitute a breach or default under any contract or other obligation of\n     Netbot.\n\n     6.2      REMEDY\n\n     Netbot will defend and indemnify Go2net and its directors, officers,\nemployees and representatives from any claim of any third party arising out of\n(i) any breach of Netbot's warranties under paragraph 6.1 or (ii) the content\nprovided by Netbot for the space linking the Metacrawler Site to a site\ndesignated by Netbot pursuant to paragraph 4.4; provided that: Go2net gives\nNetbot prompt written notice of the claim; Go2net cooperates with Netbot in\nconnection with the defense, compromise and settlement of the claim; and Go2net\ndoes not compromise or settle the claim without the prior written consent of\nNetbot, which consent will not be unreasonably withheld.\n\n     6.3      EXCLUSIVITY\n\n     THE WARRANTIES SET FORTH IN PARAGRAPH 6.1 AND THE REMEDIES SET FORTH IN\nPARAGRAPH 6.2 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF NETBOT AND\nREMEDIES OF GO2NET. WITHOUT LIMITATION OF THE FOREGOING, THE METACRAWLER SERVICE\nAND THE LICENSED TECHNOLOGIES ARE LICENSED TO GO2NET \"AS IS\" AND WITH ALL\nDEFECTS, ERRORS AND DEFICIENCIES. NETBOT DOES NOT MAKE ANY WARRANTY WHATSOEVER\nWITH REGARD TO THE FEATURES, FUNCTIONS, PERFORMANCE, QUALITY OR OTHER\nCHARACTERISTICS OF THE METACRAWLER SERVICE OR THE LICENSED TECHNOLOGIES. NETBOT\nDISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE\nMETACRAWLER SERVICE OR THE LICENSED TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION,\nANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY\nIMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE\nOF TRADE, AND ANY IMPLIED WARRANTY WITH REGARD TO TITLE OR INFRINGEMENT).\nWITHOUT LIMITATION OF THE FOREGOING, NETBOT DOES NOT MAKE ANY WARRANTY WITH\nRESPECT TO, AND WILL NOT BE RESPONSIBLE FOR,\n\n\n\n\n\n\nANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER\nPROPRIETARY RIGHT BY THE METACRAWLER SERVICE OR ANY LICENSED TECHNOLOGIES.\n\n     6.4      SPECIFIC PERFORMANCE\n\n     The parties acknowledge that the obligations undertaken by Netbot and\nGo2net hereunder are unique and extraordinary and require specific expertise and\nrelationships. Accordingly, in the event of a default by either party hereto,\nthe other party shall be entitled to specific performance by the defaulting\nparty of its obligations hereunder.\n\nSECTION 7.    LIMITATIONS OF LIABILITY\n\n      7.1     NO CONSEQUENTIAL DAMAGES\n\n     NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY\nINDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT\nLIMITATION, ANY LOSS OF REVENUE, PROFIT OR USE) ARISING OUT OF THIS AGREEMENT,\nTHE EXERCISE OF THE LICENSE OR ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT.\n\n      7.2     LIMITATION OF NETBOT'S LIABILITY\n\n     Netbot's total liability arising out of this Agreement, the License or any\nbreach of or default under this Agreement will not exceed the total compensation\npaid by Go2net to Netbot under Section 3.\n\n     7.3      GO2NET INDEMNITY\n\n     Except as otherwise provided in paragraphs 6.1 and 6.2, Go2net will defend\nand indemnify Netbot and its directors, officers, employees and representatives\nfrom and against any claim arising out of Go2net's provision of the Metacrawler\nService during the Term or the exercise of the License, provided that: Netbot\ngives Go2net prompt written notice of the claim; Netbot cooperates with Go2net\nin connection with the defense, compromise and settlement of the claim; and\nNetbot does not compromise or settle the claim without the prior written consent\nof Go2net, which consent will not be unreasonably withheld. This paragraph will\nnot apply to any claims of infringement arising out of Netbot's development of\nthe Licensed Technologies or provision of the Metacrawler Service prior to the\ndate of this Agreement.\n\n\n\n\n\n\n\nSECTION 8.     MISCELLANEOUS\n\n      8.1      NOTICES\n\n     Any notice required or permitted under this Agreement will be given in\nwriting and will be deemed effective upon receipt (whether given by personal\ndelivery, mail, telecopy, electronic mail or other means) by the party for whom\nit is intended as follows:\n\n     If to Netbot, Inc.       Netbot, Inc.\n                              Union Bay Plaza, Suite 208\n                              4530 Union Bay N.E.\n                              Seattle, WA 98105\n                              Attn: President\n                              Telecopy: (206) 522-9980\n                              E-mail: _______________\n\n     If to Go2net:            go2net, Inc.\n                              1301 FIFTH AVENUE, SUITE 3320\n                              Seattle, WA  98101\n                              Attn:  President\n                              Telecopy: (206) 447-1946\n                              E-mail: mgmt@go2net.com\n\n     Either party may change its address for notices under this Agreement by\ngiving the other party notice of such change in accordance with this paragraph.\n\n      8.2      NONWAIVER\n\n     Any failure by either party to insist upon or enforce any provision of this\nAgreement or to exercise any right or remedy under this Agreement or applicable\nlaw will not be construed as a waiver or relinquishment to any extent of such\nparty's right to assert or rely upon any such provision, right or remedy in that\nor any other instance; rather the same will be and remain in full force and\neffect.\n\n      8.3      ASSIGNMENT\n\n     Go2net will not assign or otherwise transfer the License, this Agreement or\nany of its rights under the License or this Agreement without the prior written\nconsent of Netbot. Subject to the foregoing, this Agreement will be enforceable\nby, inure to the benefit of and be binding upon each of the parties and their\nrespective successors and assigns.\n\n\n\n\n\n\n      8.4      APPLICABLE LAW AND VENUE\n\n     This Agreement will be interpreted, construed and enforced in accordance\nwith the laws of the State of Washington, without reference to its choice of law\nprinciples. Neither party will commence or prosecute any action, suit,\nproceeding or claim arising under this Agreement other than in the state or\nfederal courts located in King County, Washington. Each party irrevocably\nconsents to the jurisdiction of the state or federal courts located in King\nCounty, Washington in connection with any action, suit, proceeding or claim\narising under this Agreement.\n\n      8.5      ENTIRE AGREEMENT\n\n     This Agreement constitutes the entire agreement, and supersedes any and all\nprior agreements, between Netbot and Go2net with respect to the Metacrawler\nService and Licensed Technologies. No amendment, modification or waiver of this\nAgreement will be valid unless set forth in a written instrument signed by the\nparty to be bound thereby.\n\n     IN WITNESS WHEREOF, the parties have entered into this Agreement as of the\ndate first set forth above.\n\n\nNetbot:                                 Go2net:\n------                                  ------\n\nNETBOT, INC.                            GO2NET, INC.\n\n\n\nBy                                      By\n\nItsPresident                            ItsPresident\n\n\n\n\n\n\n\n\n\n\n                                    EXHIBIT B\n\n                           Exclusive License Agreement\n\n      The University of Washington, a public institution of higher education\nhaving administrative offices in Seattle, Washington 98195 (\"UW\") and Softbots,\nInc., a Delaware corporation having a place of business in Seattle, Washington\n(\"Company\"), agree as follows:\n\n     1.  Background\n\n     1.1 UW through the agency of certain faculty members, a post-doctoral\nemployee, and graduate students has developed various software agent\ntechnologies capable of enhancing utilization of internet resources, including\nsearch engines.\n\n\n     1.2 Research leading to the development of certain of these software agent\ntechnologies has been supported, at least in part, by contracts with agencies of\nthe United States Government, as follows:\n\n\n-------------------------------------------------------------------------------\nSoftware              Agency                      Grant Number\n-------------------------------------------------------------------------------\n                                               \nShopbot 1.0           Office of Naval Research    N00014-9101-0060\n-------------------------------------------------------------------------------\n                      Advanced Projects Research  F30602-95-1-0024\n                      Agency\n-------------------------------------------------------------------------------\nAhoy! 1.0             Office of Naval Research    92-J-1946\n-------------------------------------------------------------------------------\nOccam 1.0             Office of Naval Research    N00014-9101-0060\n-------------------------------------------------------------------------------\n\n\n\n     1.3 UW desires to transfer these software agent technologies to a\ncommercial concern for use in the public benefit.\n\n     1.4 Company desires to obtain an exclusive commercial license to these\ntechnologies.\n\n     2.  Definitions\n\n     2.1 \"Agreement\" shall mean this agreement, together with any Exhibits\nreferenced by this agreement.\n\n     2.2 \"Effective Date\" shall be May 28, 1996.\n\n     2.3 \"Faculty Developers\" shall mean *\nof the UW's Department of Computer Science and Engineering.\n\n     2.4  *\n\n\n*  Information omitted for confidential treatment.\n\n\n\n\n\n\n\n\n     2.5 \"Developers\" shall mean Faculty Developers and Non-Faculty Developers.\n\n     2.6 \"UW Personnel\" shall mean Developers and other faculty, students, and\nemployees and other personnel with obligations to UW acting within the scope of\ntheir normal duties and obligations to UW.\n\n     2.7 \"Software\" shall mean, individually or collectively, as the context\nrequires, the MetaCrawler 1.0, Shopbot 1.0, Occam 1.0, and Ahoy! 1.0 software\ntechnologies as set forth on Exhibit A, together with any and all prior versions\nof the same.\n\n     2.8 \"Modification\" shall mean any work based on or derived from the\nSoftware. Modifications may include, but are not limited to, corrections of\nprogram errors, translations and stylistic restructuring of the Software,\naddition or deletion of functions of the Software, enhancement of existing\nfunctions of the Software, changes required to operate the Software into other\napplications, preparations of derivative works, and other adaptions of the\nSoftware.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n     2.12 \"Software Identifiers\" shall mean any and all names, logos, graphics,\nand other identifiers under which the Software has been fielded for general\npublic access on UW equipment, or are employed by the Software to distinctively\nidentify services performed by the Software, but excluding any personal names or\nmarks and identifiers specific to the University of Washington (such as\n\"University of Washington\", \"UW\", the UW seal, UW department and research\nproject names).\n\n\n\n\n                                        2\n\n\n\n\n\n     2.13 \"Internet Domain Names\" shall mean any and all domain designations\nobtained by UW for use in fielded versions of the Software and having a .com\nextension, and in particular, the domain \"metacrawler.com\" and the subdomain\n\"metacrawler.cs.washington.edu\".\n\n     2.14 \"Documentation\" shall mean any and all written documents and recorded\ntechnical data pertaining to the structure, function and operation of the\nSoftware and in the possession and control of UW, including but not restricted\nto databases and performance data.\n\n     2.15 \"Licensed Products\" shall mean the Software, Minor Modifications, and\nDocumentation prepared by UW or UW Personnel, and any Major Modifications or\nCollateral Developments (including patent rights) licensed to or developed by\nCompany under this Agreement.\n\n\n\n\n\n\n\n\n     2.17 \"Sale\" (and related words such as \"Sell\" and \"Sold\") shall mean the\nsale, lease, rental, loan, licensing, or other transfer of a copy of Licensed\nProducts to an end user or other customer, of the Sale of advertising space on\nworld wide web pages, internet sites, or other network sites directly offering\nservices provided by Licensed Products.\n\n\n\n\n\n\n\n\n\n\n\n\n     3.  Grant\n\n     3.1 UW hereby grants to Company and Company accepts an exclusive, worldwide\nlicense, with the right to sublicense, to copy, reproduce, modify, prepare\nModifications, distribute, make, have made, use, and Sell, and otherwise exploit\nLicensed Products. UW reserves the non-exclusive right to make, use, and modify\nthe Software and Documentation for\n\n\n\n                                        3\n\n\n\n\n\nresearch and instructional purposes, and to operate the Software within the UW\ndomain and as otherwise provided in this Agreement.\n\n     3.2 UW hereby assigns to Company any and all rights it may hold in Software\nIdentifiers, and specifically the identifiers \"MetaCrawler\", \"Shopbot\", \"Occam\",\nand \"Ahoy!\", together with any and all goodwill associated with Software\nIdentifiers. Company grants to UW and UW accepts a limited, non-exclusive,\nnon-transferable license to use Software Identifiers in conjunction with the\nrights reserved by UW in 3.1 above and elsewhere in this Agreement.\n\n     3.3 Sublicenses granted by Company to end users of Licensed Products shall\ninclude such terms and conditions as are consistent with Company's obligations\nto UW under this Agreement.\n\n     4.  Delivery\n\n     4.1 UW shall deliver promptly to Company all source code and Documentation\nfor the Software and any Modifications or Collateral Developments licensed to\nCompany under this Agreement.\n\n     4.2 UW may operate public access world wide web sites using the Software\nuntil the sooner of such time as Company notifies UW that Company has\nestablished a commercial site and that the public UW site is no longer desired.\nThereafter, UW may maintain pointers and links to Company's site and UW may\ncontinue to operate Software web sites for internal purposes within the UW\ndomain.\n\n     4.3 UW shall maintain for a period of at least three (3) years the\nsubdomain address \"metacrawlers.cs.washington.edu\" and point all requesters to\nCompany's internet domain address as specified by Company.\n\n     5.  Modifications\n\n     5.1 Modifications delivered by UW or UW Personnel shall be controlled by\nUW, and Modifications developed by Company shall be controlled by Company.\n\n     6.  Patents\n\n     6.1 If Company or UW identifies any patentable subject matter pertaining to\nthe Software, the identifying party will promptly notify the other party for a\ndetermination of ownership, U.S. Government rights, if any, and disposition of\nany such rights.\n\n     6.2 If any UW Personnel are determined to be inventors of patent rights\npertaining to the Software or any Modification or Collateral Development by the\nUW or UW Personnel as of the Effective Date or any Modifications or Collateral\nDevelopments by UW or UW Personnel,\n\n\n\n                                        4\n\n\n\n\n\nUW shall have control of any preparation, filing, and prosecution of any patent\napplications, including divisionals, continuations, and continuations-in-part,\nin U.S. and foreign jurisdictions, unless UW agrees in writing to transfer such\ncontrol to Company. However, upon Company's request, UW shall prepare, file and\nprosecute an application for, and otherwise use its best efforts to secure and\nmaintain, any such patent rights controlled by UW; provided that the Company\npays or reimburses all reasonable costs incurred by UW in preparing, filing, and\nprosecuting any such patent application or to secure and maintain any patents\nthat may issue on any such application.\n\n     6.3 For any patent rights licensed to Company pursuant to this Agreement,\nUW shall make an express grant (or confirmation of rights) to Company under a\nseparate Patent License Agreement. Licenses which apply to a field of use beyond\ninternet and intranet software agent technology and to patent rights in Major\nModifications and Collateral Developments may include reasonable license fee and\nroyalty provisions consistent with the scope of claims in the licensed patent\nrights and in excess of the maximum license fee anticipated in 5.4. However,\nCompany shall not in any event be obligated to pay any additional license fees,\nroyalties, or other compensation for any patent rights within the scope of the\nlicense granted under paragraph 3.1.\n\n     6.4 UW may restrict at the time of licensing any license granted to Company\nin any UW patent right to a field of use consistent with the rights granted in\nthis Agreement and including internet or intranet software agent technology, if\nCompany is unwilling or unable to undertake diligence obligations with regard to\nall fields of use anticipated for the patent upon issuance.\n\n     7.  Use of Names\n\n     7.1 Nothing in this Agreement shall be construed as conferring any right to\nuse in advertising, publicity or other promotional activities any name, trade\nname, trademark or other designation of a party hereto including any\ncontraction, abbreviation or simulation of any of the foregoing, unless the\nexpress written permission of the other party has been obtained. Company agrees\nnot to use \"University of Washington\" in any advertising, publicity, or\npromotional activities without the express written consent of UW. Company may\nidentify the UW affiliations of Developers, and to provide to third parties\nfactual information regarding this Agreement and Company's relationship to UW.\n\n     7.2 UW agrees that it will make no press releases or otherwise release\ninformation regarding this Agreement or the Company prior to May 1, 1997, unless\napproved by Company or required by state or federal law.\n\n     8.  Publication\n\n     8.1 UW and Developers reserve the right to prepare and publish scholarly\narticles and other scholarly publications and to make presentations concerning\nthe Software, including\n\n\n\n                                        5\n\n\n\n\n\ndiscussion and inclusion of source code statements and operating\ncharacteristics, elements of design and algorithms employed by the Software,\ndescriptions and screen displays of the user interface of the Software;\nprovided, however, that UW and Developers shall take reasonable steps to\npreserve and protect the license and other rights granted to Company under this\nAgreement. Without limitation of the foregoing, UW and Developers shall not be\nentitled to publish any trade secret of Company or take any other action in\nderogation of the rights granted hereunder.\n\n     8.2 Company may receive copies of any manuscripts pertaining to the\nSoftware, Major Modifications, or Collateral Developments prior to their\npublication or presentation. Without limiting the generality of the foregoing,\nUW and Developers shall not be entitled to include more than twenty-five (25)\nlines of source code in any publication or presentation.\n\n     8.3 The right of publication set forth in this Agreement shall not extend\nto subject matter developed exclusively within and by Company and provided to UW\nunder provisions of confidentiality.\n\n     8.4 Company and UW shall cooperate to provide to the fullest extent\npossible, within the scope of rights granted, the opportunity for Developers to\nuse, publish reports concerning, and associate their names with the Software as\noriginally licensed to Company.\n\n     9.  Fees and Royalties\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                        6\n\n\n\n\n\n     10.  Diligence\n\n     10.1 Company shall utilize its commercially reasonable efforts in\nproceeding with the development, manufacture, Sale, and other commercial\nexploitation of Licensed Products, and in creating demand for Licensed Products.\n\n     10.2 Company shall use its commercially reasonable efforts to have Licensed\nProducts available for commercial use or Sale no later than the following dates,\nand available in commercial versions thereafter:\n\n          Metacrawler       December 31, 1996\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                        7\n\n\n\n\n\n     13.  Product Marking and Licensing\n\n     13.1 Company shall affix proper copyright and other legal notice to all\ncopies of Licensed Products distributed or made available for public use.\n\n     13.2 Company shall affix the appropriate restricted rights legend to all\ncopies of Licensed Products prepared for delivery to the U.S. Government, using\nsuch language as is then required to ensure any Licensed Products delivered to\nthe U.S. Government is received with \"restricted rights\" or similar rights as\ndefined in the relevant Federal Acquisition Regulations, such as DFARS\n252.227-7013 and FAR 52.227-19.\n\n     13.3 Company shall display in fielded versions of the Software attribution\nto the appropriate Developers in such form as is reasonably acceptable to such\nDevelopers. With regard to Metacrawler and Ahoy!, Company shall display the\nnames of the present Developers of such Software, and require the display of\nsuch names in any sublicensed versions, in such position, size, and prominence\nsubstantially as displayed in the presently fielded UW version, unless changes\nin such attribution are authorized in writing by the Developers.\n\n     14.  Record Keeping\n\n     14.1 Company shall keep complete and accurate records and books of account\ncontaining all information necessary for the computation and verification of the\namounts to be paid hereunder. Said records and books shall be kept for a period\nof three (3) years following the end of the accounting period to which the\ninformation pertains.\n\n     14.2 Company agrees, at the request of UW, upon reasonable advance written\nnotice, to permit one or more accountants selected by UW to have access during\nordinary working hours to such records and books of account, and access to such\npremises, as may be necessary to audit with respect to any payment period ending\nprior to such request, the correctness of any report or payment made under this\nAgreement, or to obtain information as to the payments due for any such period\nin the case of failure of the Company to report or make payment pursuant to the\nterms of this Agreement. UW will not undertake any audit unless it has\nreasonable cause to believe Company is materially under reporting amounts owed\nto UW. Such accountant shall agree to sign Company's standard non-disclosure\nagreement and agree to keep all information confidential and shall not disclose\nto UW any information relating to the business of Company except that which in\naccountant's reasonable judgment, after notification of Company, is necessary to\ninform UW of (a) the accuracy or inaccuracy of Company's reports and payments;\n(b) compliance or noncompliance by Company with the terms and conditions of this\nAgreement; and (c) the extent of any such inaccuracy or noncompliance.\n\n     14.3 Should any such accountant discover information indicating material\ninaccuracy in any of the Company's payments or material noncompliance by the\nCompany with any of such\n\n\n\n                                        8\n\n\n\n\n\nterms and conditions, the accountant shall have the right to make and retain\ncopies (including photocopies) of any pertinent portions of the records and\nbooks of account.\n\n     14.4 In the event that Company's royalties calculated for any semi-annual\nperiod are under reported by more than ten percent (10%), the costs of any audit\nand review initiated by UW will be borne by Company; otherwise, UW shall bear\nthe cost of any audit initiated by UW.\n\n     15.  Term and Termination\n\n     15.1 The term of this Agreement shall commence on the Effective Date and\nshall continue for the term of the last to expire of the UW's intellectual\nproperty right controlling Licensed Products, unless sooner terminated as set\nforth in this Agreement.\n\n     15.2 In the event of any material breach of this Agreement by either party\n(other than any breach of Company's obligations under Paragraphs 10.2, 10.3, or\n10.4), then the other party shall be entitled to terminate this Agreement by\ngiving the breaching party written notice of such termination, provided that:\n\n          (a) the terminating party has given the other party written notice of\nsuch breach and its intent to terminate this Agreement if the breach is not\ncured within thirty (30) days after the date of such notice or such later date\nas may be specified by the terminating party; and\n\n          (b) the breach is not cured within the cure period specified in the\nterminating party's notice and (a) above or, if the breach cannot reasonably be\ncured within such cure period, the party in breach commences to cure the breach\nwithin such cure period and thereafter diligently pursues the same to\ncompletion; and\n\n          (c) the notice of termination is given prior to completion of the\ncure.\n\n     15.3 Company shall have a right to terminate this Agreement or any license\ngranted herein, with or without cause, upon ninety (90) days' prior written\nnotice to UW.\n\n     15.4 Except as otherwise provided in Paragraph 10.5, the provisions under\nwhich this Agreement or any licenses, options, or obligations may be terminated\nor suspended shall be in addition to any and all other legal remedies which\neither party may have for the enforcement of any and all terms hereof, and do\nnot in any way limit any other legal remedy such party may have.\n\n     15.5 Termination of this Agreement shall terminate all rights and licenses\ngranted to Company relating to Licensed Products. Further, in such event,\nCompany shall assign to UW and\/or to any of the Developers as appropriate any\nand all Software Identifiers and Internet Domain Names, together with any\ngoodwill if used as a trademark or service mark, previously assigned or\ntransferred to Company by UW and\/or Developers. Company may with the prior\n\n\n\n                                        9\n\n\n\n\n\napproval of UW fulfill any outstanding orders for the Licensed Products, and\ndistribute any copies of Licensed Products remaining in its inventory for a\nperiod of ninety (90) days from the date of termination of this Agreement.\n\n     15.6 Termination of any license granted herein shall terminate all rights\ngranted by UW to Company under this Agreement relating to Licensed Products\nexcept that Company may fulfill any outstanding order for the Licensed Products,\nand distribute any copies of Licensed Products remaining in its inventory for a\nperiod of ninety (90) days from the date of termination of license.\n\n     15.7 Termination by UW or Company under the options set forth in this\nAgreement shall not relieve Company from any financial obligation to UW accruing\nprior to or after termination or from performing according to any and all other\nprovisions of this Agreement expressly agreed to survive termination.\n\n     16.  Notices\n\n     16.1 Any notice or other communication required or permitted to be given by\neither party hereto shall be deemed to have been properly given and be effective\nupon the date of delivery if delivered in writing to the respective addresses\nset forth below, or to such other address as either party shall designate by\nwritten notice given to the other party. If notice or other communication is\ngiven by facsimile transmission, said notice shall be confirmed by prompt\ndelivery of the hardcopy original.\n\n      In the case of Company:\n\n            Softbots, Inc.\n            c\/o Richard R. Rohde\n            Perkins Coie\n            One Bellevue Center, Suite 1800\n            411 - 108th Avenue N.E.\n            Bellevue, WA 98004-5584\n\n      Facsimile Address:  (206) 453-7350\n\n\n\n\n\n                                       10\n\n\n\n\n      In the case of UW:\n\n            Director of Technology Transfer\n            University of Washington\n            Office of Technology Transfer\n            1107 N.E. 45th Street, Suite 200\n            Seattle, WA 98105-4631\n\n      Facsimile Address: (206) 685-4767\n\n     17.  Infringement\n\n     17.1 Company and UW shall promptly inform the other of any alleged\ninfringement of any rights granted by UW to Company by a third party, and\nprovide any available evidence thereof.\n\n     17.2 Company shall have the first right, in cooperation with UW, to address\nany alleged infringement of exclusively licensed rights.\n\n     17.3 If Company chooses to institute suit against an alleged infringer,\nCompany may bring such suit in its own name (or, if required by law, in its and\nUW's name) and at its own expense, and UW shall, but at Company's expense for\nUW's direct associated expenses, fully and promptly cooperate and assist Company\nin connection with any such suit. Any net recoveries from settlements of\ninfringement claims shall be shared Ninety percent (90%) to Company and Ten\npercent (10%) to UW.\n\n     17.4 If UW chooses to institute suit against an alleged infringer, UW may\ndo so in Company's name (if required by law, otherwise, in UW's name) but at\nUW's expense, and Company shall fully and promptly cooperate and assist UW in\nconnection with any such suit. Any net recoveries from settlements of\ninfringement claims shall be shared Ninety percent (90%) to UW and Ten percent\n(10%) to Company.\n\n     17.5 Neither Company nor UW is obligated under this Agreement to institute\na suit against an alleged infringer.\n\n     18.  Representations, Warranties, and Risk\n\n     18.1 UW represents and warrants that:\n\n          (a) it has the right to grant the licenses as set forth in this\nAgreement;\n\n          (b) to the best of its knowledge, UW has acquired all right, title and\ninterest (including, without limitation, any patent or copyright) of the\nDevelopers in the Software;\n\n\n\n                                       11\n\n\n\n\n\n          (c) to the best of UW's knowledge (i) the Software includes all\nversions of the Software in existence as of the Effective Date other than\ncertain Modifications which may be under development and not yet complete, (ii)\nthe Developers are the sole authors, creators and inventors of the Software and\n(iii) UW has received no notice of any claim that the Software as developed and\nused at UW infringes, misappropriates or otherwise violates any proprietary\nright of any third party;\n\n          (d) except for Mr. Selberg's claim with respect to \"Metacrawler\", UW\nhas not received notice of any claim that any of the Software Identifiers\ninfringes, misappropriates or otherwise violates any trademark, trade name or\nsimilar proprietary right of any third party.\n\n     18.2 The Software is experimental in nature and is supplied \"AS IS\",\nwithout obligation by the UW to provide accompanying services or support. The\nentire risk as to the quality and performance of Licensed Products is with\nCompany. Should Licensed Products prove defective, Company agrees to assume the\ncost of all necessary servicing, repair, or other corrective action.\n\n     18.3 UW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING LICENSED\nSUBJECT MATTER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO\nWARRANTIES PERTAINING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n\n     18.4 Company agrees to indemnify, hold harmless and defend UW, its\nofficers, developers, employees, students, and agents, against any and all\nclaims, suits, losses, damages, costs, fees and expenses resulting from or\narising out of the Company's exercise of its licenses under this Agreement,\nincluding but not limited to any damages, losses, or liabilities whatsoever with\nrespect to death or injury to any person and damage to any property arising from\nthe possession, use, or operation of Licensed Products by Company or any\ncustomers, users, or others affected by Licensed Products copies, distributed,\nmodified or otherwise commercially exploited by Company in any manner\nwhatsoever. This indemnification clause shall survive the termination of this\nAgreement. However, Company shall not have any obligation under this Paragraph\n18.4 with respect to any claim, suit, loss, damage, cost, fee or expense\nresulting from or arising out of any breach of Paragraph 18.1 or any other\nprovision of this Agreement by UW.\n\n     19.  General\n\n     19.1 This Agreement shall be construed in accordance with, and its\nperformance shall be governed by, the laws of the State of Washington.\n\n     19.2 Any suit, action, or proceeding arising out of or relating to this\nAgreement shall be decided in King County, Washington or Thurston County,\nWashington. Company accepts the venue and jurisdiction of the Federal District\nCourt of Western Washington, Seattle, or the King or Thurston County Superior\nCourts.\n\n\n\n\n                                       12\n\n\n\n\n\n     19.3 If any provision of this Agreement shall be held to be invalid,\nillegal or unenforceable, the validity, legality and enforceability of the\nremaining provisions shall not be in any way affected or impaired thereby.\n\n     19.4 If any dispute shall arise under this Agreement, the prevailing party\nshall be entitled to its reasonable attorney's fees and costs of litigation and\nappeal.\n\n     19.5 No omission or delay of either party hereto in requiring due and\npunctual fulfillment of the obligations of any other party hereto shall be\ndeemed to constitute a waiver by such party of its rights to require such due\nand punctual fulfillment, or of any other of its remedies hereunder.\n\n     19.6 No amendment or modification hereof shall be valid or binding upon the\nparties unless it is made in writing, cites this Agreement, and is signed by\nduly authorized representatives of UW and Company.\n\n     19.7 This Agreement and the rights and benefits conferred upon Company\nhereunder may not be assigned or transferred by Company without the prior\nwritten consent of UW. However UW hereby consents to any assignment or transfer\nto a successor of Company's business (whether by way of any sale or transfer of\nassets or any merger, consolidation or other corporate reorganization); provided\nthat the successor assumes or is otherwise bound by all of the Company's\nobligations under this Agreement.\n\n     19.8 The headings of the several sections of this Agreement are inserted\nfor convenience and reference only, and are not intended to be a part of or to\naffect the meaning or interpretation of this Agreement.\n\n     19.9 This Agreement embodies the entire understanding of the parties and\nsupersedes all previous communications, representations, or understandings,\neither oral or written, between the parties relating to the subject matter\nhereof.\n\n\n\n\n                                       13\n\n\n\n\n      IN WITNESS WHEREOF, UW and Company have executed this Agreement, in\nduplicate originals but collectively evidencing only a single contract, by their\nrespective duly authorized officers, on the dates hereinafter written.\n\n\nSoftbots, Inc.                            University of Washington\n\n\nBy:______________________________         By:_______________________________\n\nName:____________________________         Name:_____________________________\n\nTitle:_____________________________       Title:______________________________\n\nDate:_____________________________        Date:______________________________\n\n\n\n\n\n\n\n\n\n                                       14\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7652],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42466","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-go2net-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42466","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=42466"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42466"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42466"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42466"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}