{"id":42680,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/preferred-partner-agreement-drkoop-com-inc-and-salon-internet.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"preferred-partner-agreement-drkoop-com-inc-and-salon-internet","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/preferred-partner-agreement-drkoop-com-inc-and-salon-internet.html","title":{"rendered":"Preferred Partner Agreement &#8211; DrKoop.com Inc. and Salon Internet Inc."},"content":{"rendered":"<pre>\n                   DRKOOP.COM, INC. AND SALON INTERNET, INC.\n\n                          PREFERRED PARTNER AGREEMENT\n\n     This Preferred Partner Agreement (the \"Agreement\") is made and entered into\nas of April 20, 1999 by and between drkoop.com, Inc. (\"DKC\"), with its\nprincipal place of business at 8920 Business Park Drive, Suite 200, Austin,\nTexas 78759, and Salon Internet, Inc. (\"Salon\"), with its principal place of\nbusiness located at 706 Mission Street, 3rd Floor, San Francisco, CA 94013\n(individually a \"party\" and collectively, the \"parties\").\n\n                                   RECITALS\n\n     WHEREAS, DKC develops, markets and maintains an integrated suite of\nInternet enabled, consumer oriented software applications and services,\nincluding, but not limited to, Dr. Koop's Community, electronic commerce and\nadvertising and promotional services on the Internet at the web site located at\nURL: http:\/\/www.drkoop.com or any replacement or successor URL (the \"DKC Web\nSite\");\n\n     WHEREAS, Salon is an original content Internet magazine covering books, art\nand ideas which provides, among other things, articles, advertising and\npromotional services on the Internet at the web site located at URL:\nhttp:\/\/www.salonmagazine.com or any replacement or successor URL (the \"Salon Web\nSite\");\n\n     WHEREAS, Salon desires to create a section on the Salon Web Site dedicated\nto healthcare and DKC desires to provide Salon with healthcare information and\nhealth-related services for this section which shall be located at URL:\nhttp:\/\/www.salonmagazine.health.com or a replacement or successor URL (the\n\"Salon Health Site\") and which shall be accessible to Users (as defined below)\nthrough links on the Salon Web Site and the DKC Web Site; and\n\n     WHEREAS, DKC desires to host a site at URL: http:\/\/www.\nsalonmagazine.drkoop.com or a replacement or successor URL (the \"DKC\/Salon\nSite\"), wherein Salon Users may purchase products on-line through a Storefront\n(as defined below) on the Salon Health Site which is linked to the DKC\/Salon\nSite and Salon desires to have DKC provide such services.\n\n                                   AGREEMENT\n\n     NOW, THEREFORE, in consideration of the obligations set forth below, and\nfor other good and valuable consideration, the receipt and sufficiency of which\nare hereby acknowledged, the parties hereto agree as follows:\n\n________________________\nConfidential treatment has been requested for portions of this exhibit. the copy\nfiled herewith omits the information subject to the confidentiality request. \nOmissions are designated as * * *. A complete version of this exhibit has been \nfiled separately with the Securities and Exchange Commission.\n\n \n                                  ARTICLE 1.\n                                  DEFINITIONS\n\n     1.1. DEFINITIONS. Capitalized terms used in the Agreement shall have the\nmeanings given below:\n\n\n          (a)  EFFECTIVE DATE means the date first set forth above.\n\n          (b)  DKC CONTENT means content used on the DKC Web Site owned by DKC\nor which DKC has the right to sublicense to Salon as further described on\nExhibit A attached hereto.\n---------\n\n          (c)  HOME PAGE means the first page of a web site which is displayed\nwhen accessing the associated URL.\n\n          (d)  LINKS means text, banners, logos and contextual links (a\n\"Graphical Image\") which permit a User to go from one party's web site to\nanother web site by clicking on the Graphical Image.\n\n          (e)  PRODUCT(S) means prescription and over-the-counter medication and\nother health related products, the sale of which is facilitated by DKC through\nthe DKC\/Salon Site.\n\n          (f)  QUALIFIED SALE means a sale in which a User followed a Link from\nthe Salon Health Site to the DKC\/Salon Site and purchases a Product.\n\n          (g)  SALON CONTENT means content on the Salon Web Site owned by Salon\nor which Salon has the right to sublicense to DKC, including, without\nlimitation, Salon's Table Talk discussion groups and original stories appearing\non the Salon Web Site as further described on Exhibit B attached hereto.\n                                              ---------                 \n\n          (h)  STOREFRONT means the web page on the Salon Health Site which is\ndesigned as a virtual store where Salon Users may shop for Products and, if so\ndesired, may purchase Products by clicking on a Link to the DKC\/Salon Site where\nsuch sales are facilitated.\n\n          (i)  UNAUTHORIZED CODE means harmful program or data incorporated into\nfiles which destroys, erases, damages or otherwise disrupts the normal operation\nof the User's computer systems or allows for unauthorized access to the User's\ncomputer systems.\n\n          (j)  USER means any individual visiting the Salon Web Site, DKC Web\nSite, Salon Health Site or DKC\/Salon Site, as the case may be.\n\n                                       2\n\n \n                                  ARTICLE 2.\n                                 LICENSE GRANT\n\n     2.1. LICENSE GRANT TO SALON. Pursuant to the terms and conditions of the\nAgreement, DKC hereby grants to Salon and Salon hereby accepts a nonexclusive,\nnontransferable, and fully paid-up right and license (without the right to\nsublicense) to use, copy and display, in a manner \"framed\" by or \"embedded\"\nwithin the Salon Health Web Site, as well as offer and distribute to Users\nsolely in conjunction and integrated with the Salon Health Site, the DKC\nContent. Salon shall launch the Salon Health Site within one (1) month of the\nEffective Date.\n\n     2.2. LICENSE GRANT TO DKC. Pursuant to the terms and conditions of the\nAgreement, Salon hereby grants to DKC and DKC hereby accepts a nonexclusive,\nnontransferable, and fully paid-up right and license (without the right to\nsublicense) to use, copy and display, in a manner \"framed\" by or \"embedded\"\nwithin the DKC\/Salon Site, as well as offer and distribute to Users solely in\nconjunction and integrated with the DKC\/Salon Site, the Salon Content. DKC shall\nlaunch the DKC\/Salon Site within two (2) months of the Effective Date.\n\n     2.3. ON-LINE SERVICE AGREEMENT. Each party shall only distribute the other\nparty's Content to its Users pursuant to an on-line service agreement. The On-\nline Service Agreement shall allow Users the right to reproduce one copy of the\nContent for their personal, noncommerical use.\n\n     2.4. EDITING. Neither party shall modify, edit, abbreviate, censor or limit\nthe other party's Content, except for the specific \"framing\" or \"embedding\"\ncontemplated by the Agreement.\n\n     2.5. DKC AS EXCLUSIVE PROVIDER. Within the United States and within any\nother country in which Salon does business and\/or in which the Salon Web Site\nand\/or Salon Health Site are marketed, Salon shall not, without the prior\nwritten consent of DKC, display any healthcare or related information or provide\nany healthcare related services on the Salon Web Site and\/or the Salon Health\nSite, except for such content and services authorized or developed by Salon or a\nfreelance Writer\/developer.\n\n                                  ARTICLE 3.\n                                    LINKING\n\n     3.1. LINKING.\n\n          (a)  Salon shall establish and maintain at least one Link: (i) from\nthe Salon Web Site Home Page to the Salon Health Site, (ii) from the Salon\nHealth Site to the DKC\/Salon Site Home Page, (iii) from the Salon Emporium e-\ncommerce area on the Salon Web Site to the Storefront, and (iv) in content on\nthe Salon Health Site to related resource information on the DKC\/Salon Site.\n\n          (b)  DKC shall establish and maintain one or more Links from the: (i)\nDKC Web Site to the DKC\/Salon Site, and (ii) DKC\/Salon Site to the Salon Web\nSite.\n\n                                       3\n\n \n          3.2. SALON AS PREMIER PARTNER. When DKC implements a \"Premier Partner\nSection\" (as defined below) on the DKC Web Site, DKC shall include a Link from\nthe Premier Partner Section on the DKC Web Site Home Page to the DKC\/Salon Site.\n\"Premier Partner Section\" means the section on the DKC Web Site used for\n -----------------------                                                \nadvertising affiliates with whom DKC has a strategic relationship and who are in\nthe primary business of providing magazine style content on the Internet.\n\n          3.3. DKC AS EXCLUSIVE STOREFRONT.\n\n               (a)  As soon as practicable from the Effective Date, Salon shall\nimplement a Storefront on the Salon Health Site, which shall be Linked from the\nSalon Health Site to the DKC\/Salon Site. Once a User follows a Link to the\nDKC\/Salon Site, DKC shall facilitate the purchase of Products by the User. The\nStorefront shall be the exclusive on-line retail section for all prescription,\nover-the-counter drug and other health related item sales on the Salon Web Site\nand Salon Health Site. After the launch of the Storefront, Salon shall not\naccept advertising which directly sells pharmaceutical and health related\nproducts on-line within one hyperlink from the same site. As used herein,\n`advertising which directly sells\" means that a user may link to a HTML page on\nwhich a product is for sale by within one hyperlink from such advertising.\n\n               (b)  DKC shall enable Salon Users to purchase Products by Linking\nUsers to affiliated e-commerce web sites (the \"Affiliated Partners\"). The\nAffiliated Partners shall process all Product orders and each Affiliated Partner\nreserves the right to reject orders that do not comply with any requirements of\nthe Affiliated Partner. The Affiliated Partners will be responsible for all\naspects of order processing and fulfillment, including, without limitation,\npreparing order forms; processing payments, cancellations and returns; and\nhandling customer service. If Salon so desires to include an Affiliated Partner\nProduct in the Storefront, Salon shall comply with any requirements of such a\nPartner, as provided to it from time to time by DKC.\n\n                                  ARTICLE 4.\n                           MARKETING AND PROMOTIONS\n\n          4.1. PROMOTION BY SALON.\n\n               (a)  Salon shall place advertising banners on each page of the\nSalon Health Site promoting the DKC\/Salon Site, which shall include a minimum of\n* * * banner advertisements, Linked to the DKC\/Salon Site, pursuant to the\nfollowing schedule and terms:\n\n\n                    (i)  during the first successive year following the\n          Effective Date, a minimum of * * * impressions;\n\n\n___________________________\n* * *     Certain information on this page has been omitted and filed separately\n          with the Securities and Exchange Commission. Confidential treatment\n          has been requested with respect to the omitted portions.\n\n                                       4\n\n \n               (ii)      during the second successive year following the\n     Effective Date, a minimum of * * * impressions;\n\n               (iii)     during the third successive year following the\n     Effective Date, a minimum of * * * impressions; and\n\n               (iv)      the banners shall be within at least three (3)\n     hyperlinks from the Salon Web Site Home Page and Salon Health Site Home\n     Page and shall be evenly distributed throughout the relevant period.\n\n          (b)  Where appropriate and at Salon's discretion, Salon may\nperiodically feature the Salon Health Site and the DKC\/Salon Site in its\nnewsletter and distribute it to its registered Users.\n\n          (c)  Where appropriate and at Salon's discretion, Salon shall\nprominently feature DKC in Salon promotional, sales and marketing materials,\nincluding press coverage, where possible. Notwithstanding the foregoing, Salon\nshall also conduct at least six (6) special promotions featuring the Salon\nHealth Site, which shall be mutually agreed to by the parties, and in no event\nshall Salon conduct less than two (2) special promotions per year. Salon shall\nobtain DKC's prior written consent before distributing any promotional materials\nor undertaking any such promotional events.\n\n     4.2. PROMOTION BY DKC. Where appropriate and at DKC's sole discretion, DKC\nmay periodically feature Salon and the Salon Health Site in its drkoop.com\nnewsletter, on the DKC Web Site Home Page and in other DKC promotional, sales\nand marketing materials, including press coverage, where possible. DKC shall\nobtain Salon's prior written consent before distributing any promotional\nmaterials.\n\n     4.3. ON-GOING EFFORTS.\n\n          (a)  DKC and Salon shall participate in joint sales and marketing\ndiscussions at mutually agreed times and locations to discuss how the parties\ncan participate in additional joint marketing and business development\nopportunities.\n\n          (b)  Salon and DKC agree to release a joint press release within\nthirty (30) days of the Effective Date. From time to time thereafter, the\nparties may issue joint press releases as mutually agreed upon.\n\n\n__________________________\n* * *   Certain information on this page has been omitted and filed separately\n        with the Securities and Exchange Commission. Confidential treatment has\n        been requested with respect to the omitted portions.\n\n                                       5\n\n \n                                  ARTICLE 5.\n                               PAYMENT AND FEES\n\n     5.1. PAYMENT. Pursuant to the terms and conditions set forth herein, DKC\nshall pay to Salon a fee of $600,000 (the \"Fee\"), payable in accordance with the\nfollowing payment schedule:\n\n          (a)  * * * payable on the earlier of (i) the Effective Date, or (ii)\n               March 12, 1999;\n          (b)  * * * on or before March 31, 1999;\n          (c)  * * * on or before January 31, 2000;\n          (d)  * * * on or before August 31, 2000;\n          (e)  * * * on or before February 28, 2001; and\n          (f)  * * * on or before August 31, 2001.\n\n     5.2. TRANSACTION FEES FROM PRODUCT SALES.\n\n          (a)  DKC shall pay to Salon a transaction fee of * * * of the Net\nProceeds on Qualified Sales of Products originating from the Storefront on the\nSalon Health Site (the \"Transaction Fee\"). As used herein, \"Net Proceeds\" means\n                        ---------------                      ------------       \nrevenue actually received by DKC for any such sale from its Affiliated Partners.\n\n          (b)  Transaction Fees are due and payable on the thirtieth (30th) day\nafter the calendar quarter following the calendar quarter in which the revenue\nwas received. If a Product that generated a Transaction Fee is returned, the\ncorresponding Transaction Fee will be deducted from the next quarter's payment.\nTransaction Fee checks shall be accompanied by a report. The form, content and\nfrequency of the report may vary from time to time in DKC's discretion;\nprovided, however, that such reports shall be issued no less frequently than\nonce per calendar quarter and shall contain sufficient information to enable\nSalon to determine if the appropriate Transaction Fees have been paid.\n\n          (c)  If the Transaction Fees payable to Salon for any calendar quarter\nare less than $100.00, DKC will hold such Transaction Fees until the total\namount due is at least $100.00 or until this Agreement is terminated, whichever\noccurs first. If a Product generating a Transaction Fee is returned by the User,\nDKC will deduct the corresponding Transaction Fee from the next quarterly\npayment. If there is no subsequent payment, DKC will send Salon a bill for the\ntransaction fees, and Salon shall reimburse DKC.\n\n     5.3. ADVERTISING AND REVENUE SHARE.\n\n          (a)  During the term of the Agreement, Salon shall have the first\nright to sell advertising space on the Salon Health Site. DKC may sell any\nexcess advertising, subject to \n\n\n____________________________\n* * *   Certain information on this page has been omitted and filed separately\n        with the Securities and Exchange Commission. Confidential treatment has\n        been requested with respect to the omitted portions.\n\n                                       6\n\n \nSalon's acceptance of such advertising. The Net Advertising Revenue (as defined\nbelow) generated by Salon from such advertising shall be shared between the\nparties with * * * of such Net Advertising Revenue allocated to Salon and * * *\nof such Net Advertising Revenue allocated to DKC. In the event that DKC sells\nsuch advertising, then DKC shall receive * * * of such Net Advertising Revenue\nand * * * of such Net Advertising Revenue be allocated to Salon. Salon shall\nprovide monthly advertising reports to DKC for impressions delivered. As used\nherein, \"Net Advertising Revenue\" means gross revenue of actual sales less costs\n         -----------------------\npaid to acquire the advertising, not to exceed 20% of the total gross revenue.\n\n          (b)  In addition to Section 5.3 (a), Salon shall pay DKC * * * of\nSalon's actual rates charged for advertising which accrues to Salon during the\nterm of this Agreement from paid banner advertising (\"Banner Advertising\nRevenue\") that both (i) appears on pages of the Salon Health Site and (ii)\nprominently features DKC Content such that a majority of that page's content\n(excluding advertisements, teasers and text links) is composed of DKC Content.\nFor purposes of this section, DKC Content excludes \"teaser\" content and\ncontextual links to the Salon Health Site.\n\n          (c)  TIME OF PAYMENT. Net Advertising Revenue and Banner Advertising\nRevenue due to DKC shall be due and payable on the thirtieth (30th) day after\nthe calendar quarter following the calendar quarter in which the revenue was\nreceived. If the Net Advertising Revenue payable to the other party for any\ncalendar quarter is less than $100.00, the selling party will hold such Net\nAdvertising Revenue until the total amount due is at least $100.00 or until this\nAgreement is terminated, whichever occurs first.\n\n     5.4. AUDIT. Each party shall maintain records of all activities subject to\npayments pursuant to the Agreement. Each party shall permit a reputable\nindependent certified public accounting firm designated by the other party to\nhave access, at a mutually agreed upon time during normal business hours, to the\nrecords and books of account which relate solely to the Agreement for the\npurpose of determining whether the appropriate fees have been paid. Such audits\nmay not be required more often than once every year provided, however, that\neither party may audit the other within six (6) months of any audit in which a\ndiscrepancy of five percent (5%) or greater is discovered. If a discrepancy is\ndiscovered, the party in whose favor the error was made will promptly pay the\namount of the error to the other. The party requesting the audit will pay the\ncost of the audit, provided, however, that if a discrepancy is discovered of\nfive percent (5%) or greater, then the audited party will pay the cost of the\naudit.\n\n     5.5. REPORTING AND SITE USAGE. Each party shall provide the other party\nwith monthly site usage reports within fifteen (15) days of the end of each\nmonth.\n\n____________________\n* * *   Certain information on this page has been omitted and filed separately\n        with the Securities and Exchange Commission. Confidential treatment has\n        been requested with respect to the omitted portions.\n\n                                       7\n\n \n                                  ARTICLE 6.\n                   TRADEMARKS AND OTHER PROPRIETARY MATTERS.\n\n     6.1. DKC TRADEMARK LICENSE. Subject to the terms and conditions of the\nAgreement, DKC hereby grants to Salon a limited license to use the DKC\ntrademarks as set forth on Exhibit D (the \"DKC Marks\") on the Salon Web and\n                           ---------                                       \nSalon Health Web Sites solely for purposes of using, marketing and promoting the\nSalon Health and DKC\/Salon Site during the Term of the Agreement. In the event\nthat Salon desires to use the DKC Marks outside of the Salon Web and Salon\nHealth Web Sites, Salon shall, in each instance, obtain DKC's written approval\nfor use of the DKC Marks in any such collateral marketing materials, which\nconsent shall not be unreasonably withheld or delayed.\n\n     6.2. USE OF NAME AND LIKENESS. Salon shall not have any right to use the\nname and\/or likeness of Dr. C. Everett Koop or to make any statements, whether\nwritten or oral, which state or otherwise imply, directly or indirectly, any\nendorsement from or affiliation with Dr. Koop in any manner whatsoever without\nthe prior written consent of DKC, which consent may be withheld in DKC's sole\ndiscretion.\n\n     6.3. SALON TRADEMARK LICENSE. Subject to the terms and conditions of the\nAgreement, Salon hereby grants to DKC a limited license to use the Salon\ntrademarks as set forth on Exhibit E (the \"Salon Marks\") on the DKC Web and\n                           ---------                                       \nDKC\/Salon Web Sites solely for purposes of using, marketing and promoting the\nSalon Health and DKC\/Salon Sites during the Term of the Agreement. In the event\nthat DKC desires to use the Salon Marks outside the DKC Web and DKC\/Salon Web\nSites, DKC shall, in each instance, obtain Salon's written approval for use of\nthe Salon Marks in any such collateral marketing materials, which consent shall\nnot be unreasonably withheld or delayed.\n\n     6.4. RESERVATION OF RIGHTS. The parties acknowledge and agree that (i) each\nparty's Marks are and shall remain the sole property of that party; (ii) nothing\nin the Agreement shall convey to either party any right of ownership in the\nother party's Marks; (iii) neither party shall now or in the future contest the\nvalidity of the other party's Marks; and (iv) neither party shall in any manner\ntake any action that would impair the value of, or goodwill associated with,\nsuch Marks. The parties acknowledge and agree that all use of the other party's\nMarks by a party shall inure to the benefit of the party whose Marks are being\nused.\n\n     6.5. QUALITY STANDARDS AND MAINTENANCE. The parties acknowledge and agree\nthat it is necessary for each party to maintain uniform standards governing all\nfacets of its web site in order to provide Users worldwide with high quality and\nconsistent levels of service, and to protect the reputation and goodwill\nassociated with its web site. Accordingly, the parties agree that the quality of\ngoods and services offered under each of their respective sites shall be at\nleast as high as the quality of the goods and services offered by the other\nparty. The parties agree to comply with such specific standards for use of the\nrespective Marks as each party may, in its discretion, establish and modify from\ntime to time.\n\n                                       8\n\n \n                                  ARTICLE 7.\n                             INTELLECTUAL PROPERTY\n\n     7.1. DKC USER DATA. DKC may request its Users, including Salon's Users, to\nprovide personal information when they sign up for certain services, including\nrequesting information on a specific disease, chat rooms and forums (\"User\nData\"). Such User Data is owned by each User and DKC does not use or disclose\nany such User Data without the consent of the User. Nothing contained herein\nshall be construed as an obligation of a party to provide User Data to the other\nparty.\n\n     7.2. SALON INTELLECTUAL PROPERTY RIGHTS. DKC agrees that all right, title\nand interest in and to the Salon Content shall remain in Salon, including all\ncopyright and other intellectual property rights. DKC shall have no right, title\nand interest in and to the Salon Content or any copyright or other intellectual\nproperty rights therein, other than the rights to use and redistribute such\nContent as granted by this Agreement.\n\n     7.3. DKC INTELLECTUAL PROPERTY RIGHTS. Salon agrees that all right, title\nand interest in and to the DKC Content shall remain in DKC, including all\ncopyright and other intellectual property rights. Salon shall have no right,\ntitle and interest in and to the DKC Content or any copyright or other\nintellectual property rights therein, other than the rights to use and\nredistribute such Content as granted by this Agreement.\n\n                                  ARTICLE 8.\n                  REPRESENTATIONS AND WARRANTIES; LIMITATIONS\n\n     8.1. DKC WARRANTY. DKC represents and warrants for the benefit of Salon\nthat the DKC Content and DKC Marks do not and will not infringe any copyright,\ntrademark or trade secret of any third party and do not and will not constitute\na defamation or invasion of the rights of privacy or publicity of any kind of\nany third party.\n\n     8.2. SALON WARRANTY. Salon represents and warrants for the benefit of DKC\nthat the Salon Content and Salon Marks do not and will not infringe any\ncopyright, trademark or trade secret of any third party and do not and will not\nconstitute a defamation or invasion of the rights of privacy or publicity of any\nkind of any third party. Salon also represents and warrants that it is not an\nentity or an affiliate of any entity which engages in the manufacture or\nwholesale distribution of tobacco or tobacco products (such activities are\ncollectively referred to as \"Tobacco Industry Affiliation\").\n\n     8.3. INDEMNIFICATION BY DKC. DKC agrees to indemnify and hold harmless\nSalon, its officers, directors, employees and agents from and against any\nclaims, demands, causes of action and judgments (including reasonable attorneys'\nfees and court costs) (collectively, \"Salon Claims\") by any third party arising\nout of any breach or alleged breach of any of DKC's representations and\nwarranties set forth in Section 8.1, provided that Salon gives DKC prompt\nwritten notice of the assertion of any such Salon Claims. DKC shall have the\noption to undertake and control the defense and settlement of any such Salon\nClaims; provided, however, that Salon may participate in any such proceeding at\nits own expense with counsel of its own choosing.\n\n                                       9\n\n \n     8.4.  INDEMNIFICATION BY SALON. Salon agrees to indemnify and hold harmless\nDKC, its officers, directors, employees and agents from and against any claims,\ndemands, causes of action and judgments (including reasonable attorneys' fees\nand court costs) (collectively, \"DKC Claims\") by any third party arising out of\nany breach or alleged breach of any of Salon's representations and warranties\nset forth in Section 8.2, provided that DKC gives Salon prompt written notice of\nthe assertion of any such DKC Claims. Salon shall have the option to undertake\nand control the defense and settlement of any such DKC Claims; provided,\nhowever, that DKC may participate in any such proceeding at its own expense with\ncounsel of its own choosing.\n\n                                  ARTICLE 9.\n                            LIMITATION OF LIABILITY\n\n     9.1.  WARRANTY. THE AGREEMENT IS AN AGREEMENT FOR SERVICES. NOTWITHSTANDING\nTHE FOREGOING AND EXCEPT AS SET FORTH IN ARTICLE 8, BOTH PARTIES SPECIFICALLY\nDISCLAIM ALL WARRANTIES WITH REGARD TO THE SALON WEB, SALON HEALTH, DKC WEB AND\nDKC\/SALON SITES, CONTENT AND SERVICES PROVIDED THEREUNDER, EXPRESS OR IMPLIED,\nINCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A\nPARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, THE PARTIES DO\nNOT WARRANT THAT THE SALON WEB, SALON HEALTH, DKC WEB AND DKC\/SALON SITES WILL\nOPERATE ERROR-FREE OR WITHOUT INTERRUPTION OR THAT ANY FILES AVAILABLE FOR\nDOWNLOAD FROM SUCH SITES ARE FREE OF INFECTION BY VIRUSES, WORMS OR OTHER\nUNAUTHORIZED CODE.\n\n     9.2.  DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR \nANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING,\nBUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER\nLOSS ARISING OUT OR RESULTING FROM THE AGREEMENT, EVEN IF EITHER PARTY HAS BEEN\nADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS\nOF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH\nLIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY.\nNOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE\nOTHER PARTY FOR THE GREATER OF (i) THE CUMULATIVE AMOUNT ACTUALLY PAID BY EACH\nPARTY TO THE OTHER PARTY, OR (ii) $50,000.\n\n                                  ARTICLE 10.\n                                CONFIDENTIALITY\n\n     10.1. CONFIDENTIALLY OBLIGATIONS. Either party (the \"Disclosing party\") may\nfrom time to time disclose Confidential Information to the other party (the\n\"Recipient\"). \"Confidential Information\" is all nonpublic information\n               ------------------------                              \nconcerning the business, technology, internal structure \n\n                                       10\n\n \nand strategies of the Disclosing party which is conveyed to the Recipient orally\nor in tangible form and is either marked as \"confidential\" or which is\nidentified as \"confidential\" prior to disclosure. During the term of the\nAgreement and for a period of two (2) years thereafter, Recipient will keep in\nconfidence and trust and will not disclose or disseminate, or permit any\nemployee, agent or other person working under Recipient's direction to disclose\nor disseminate, the existence, source, content or substance of any Confidential\nInformation to any other person. Recipient will employ at least the same methods\nand degree of care, but no less than a reasonable degree of care, to prevent\ndisclosure of the Confidential Information as Recipient employs with respect to\nits own confidential user data, trade secrets and proprietary information.\nRecipient's employees and independent contractors will be given access to the\nConfidential Information only on a need-to-know basis, and only if they have\nexecuted a form of non-disclosure agreement with Recipient which imposes a duty\nto maintain the confidentiality of information identified or described as\nconfidential by Recipient and after Recipient has expressly informed them of the\nconfidential nature of the Confidential Information. Recipient will not copy or\nload any of the Confidential Information onto any computing device or store the\nConfidential Information electronically except in circumstances in which\nRecipient has taken all necessary precautions to prevent access to the\ninformation stored on such device or electronic storage facility by anyone other\nthan the persons entitled to receive the Confidential Information hereunder.\n\n     10.2. PERMITTED DISCLOSURES. The commitments in this Section 10 will not\nimpose any obligations on Recipient with respect to any portion of the received\ninformation which: (i) is now generally known or available or which, hereafter,\nthrough no act or failure to act on the part of Recipient, becomes generally\nknown or available; (ii) is rightfully known to Recipient at the time of\nreceiving such information; (iii) is furnished to Recipient by a third party\nwithout restriction on disclosure and without Recipient having actual notice or\nreason to know that the third party lacks authority to so furnish the\ninformation; (iv) is independently developed by Recipient; or (v) is required to\nbe disclosed by operation of law or by an instrumentality of the government,\nincluding, but not limited to, any court, tribunal or administrative agency.\n\n                                  ARTICLE 11.\n                             TERM AND TERMINATION\n\n     11.1.  TERM. The term of the Agreement shall commence upon the Effective\nDate and shall continue for three (3) years (the \"Initial Term\"). The Agreement\nmay be renewed upon mutual agreement of the parties, but such agreement to renew\nmust be made not less than ninety (90) days before the expiration of the Initial\nTerm.\n\n     11.2.  TERMINATION FOR LOW PAGE VIEWS. DKC has the right to terminate the\nAgreement following the first anniversary of the Effective Date and, again, on\nthe second anniversary of the Effective Date of the Agreement, if the following\npage views for the Salon Health Site are not met:\n\n                                       11\n\n \n               (1)  * * * page views by April 15, 2000\n               (2)  * * * page views by April 15, 2001\n\nTermination pursuant to this Section 11.2 shall be effective if given in writing\nwithin thirty (30) days of the applicable anniversary of the Effective Date.\nSalon shall not, or shall not cause others to, artificially inflate its page\nviews.\n\n     11.3.  TERMINATION FOR BREACH. If either party is in default of any\nmaterial provision of the Agreement and such default is not cured within thirty\n(30) days of receipt of written notice, the non-breaching party shall have the\nright to terminate the Agreement.\n\n     11.4.  TERMINATION FOR INSOLVENCY. Either party shall have the right to\nterminate the Agreement in writing immediately if the other party (i)\nvoluntarily or involuntarily becomes the subject of a petition in bankruptcy or\nof any proceeding relating to insolvency, receivership, liquidation or\ncomposition for the benefit of creditors; or (ii) admits in writing its\ninability to pay its debts as they become due.\n\n     11.5.  TERMINATION FOR TOBACCO AFFILIATION. Upon commencing any activities\nrelating to Tobacco Industry Affiliation, Salon shall promptly notify DKC of its\nintent to undertake Tobacco Industry Affiliation. Upon receipt of such notice or\nupon learning of any such Tobacco Industry Affiliation from a third party, DKC\nshall have the right to immediately terminate the Agreement without liability of\nany kind.\n\n     11.6.  SURVIVAL. The rights and obligations under Articles 7 (Intellectual\nProperty Rights), 8 (Representations and Warranties; Limitations), 9 (Limitation\nof Liability), 10 (Confidentiality) and 13 (General Provisions) and Sections 5.2\n(Transaction Fees) and 6.4 (Trademarks and Other Proprietary Matters) shall\nsurvive after the expiration or earlier termination of the Agreement.\n\n                                  ARTICLE 12.\n                                     * * *\n\n     12.1.  * * *\n\n                                  ARTICLE 7.\n                           MISCELLANEOUS PROVISIONS\n\n     13.1.  ASSIGNMENT. Neither party may sell, assign, transfer or otherwise\nconvey any of its rights or delegate any of its duties under this Agreement\nwithout the prior written consent of the other party, except that a party's\nrights hereunder may be transferred to a successor of all or \n\n____________________\n\n* * *   Certain information on this page has been omitted and filed separately\n        with the Securities and Exchange Commission. Confidential treatment has\n        been requested with respect to the omitted portions.\n\n                                       12\n\n \nsubstantially all of the business and assets of the party (no matter how the\ntransaction or series of related transactions is structured).\n\n     13.2.  ENTIRE AGREEMENT. The Agreement constitutes the entire understanding\nand agreement between the parties, and supersedes all previous agreements\n(whether written or oral) concerning the subject matter hereof. The Agreement\nmay not be amended or supplemented except by a written document executed by the\nparties to the Agreement.\n\n     13.3.  GOVERNING LAW. The Agreement shall be construed and enforced in\naccordance with the laws of the State of Delaware, without giving effect to its\nlaws or rules relating to conflicts of law.\n\n     13.4.  NOTICE. All notices, statements and reports required or permitted by\nthis Agreement shall be in writing and deemed to have been effectively given and\nreceived: (i) five (5) business days after the date of mailing if sent by\nregistered or certified U.S. mail, postage prepaid, with return receipt\nrequested; (ii) when transmitted if sent by facsimile, provided a confirmation\nof transmission is produced by the sending machine and a copy of such facsimile\nis promptly sent by another means specified in this section; or (iii) when\ndelivered if delivered personally or sent by express courier service. Notices\nshall be addressed as follows:\n\n\n     For DKC:                                For Salon:\n          drkoop.com, Inc.                        Salon Internet, Inc.\n          8920 Business Park Drive                706 Mission St., 3rd Floor\n          Austin, TX 78759                        San Francisco, CA 94013\n \n          Attn: Chief Financial Officer           Attn: Andrew Ross\n\n\n     Either party may change its address for the purpose of this paragraph by\nnotice given pursuant to this paragraph.\n\n     13.5.  FORCE MAJEURE. Neither party hereto shall be in default hereunder by\nreason of its delay in the performance or failure to perform any of its\nobligations hereunder for any event, circumstance, or cause beyond its control\nsuch as, but not limited to, acts of God, strikes, lock-outs, general\ngovernmental orders or restrictions, war, threat of war, hostilities,\nrevolution, riots, epidemics, power shortages, fire, earthquake or flood. The\nparty affected by any such event shall notify the other party within a maximum\nperiod of fifteen (15) days from its occurrence. The performance of the\nAgreement shall then be suspended for as long as any such event shall prevent\nthe affected party from performing its obligations under the Agreement.\n\n     13.6.  SEVERABILITY. The provisions of the Agreement are severable, and in\nthe event any provision hereof is determined to be invalid or unenforceable,\nsuch invalidity or unenforceability shall not in any way affect the validity or\nenforceability of the remaining provisions hereof.\n\n                                       13\n\n \n     13.7.  HEADINGS; COUNTERPARTS. The headings of the articles and several\nparagraphs of the Agreement are inserted for convenience of reference only and\nare not intended to be part of or to affect the meaning or interpretation of the\nAgreement. This Agreement may be signed in counterparts.\n\n     13.8.  WAIVER. The waiver of a default hereunder by one party may be\neffected only by a written acknowledgment signed by the other party and shall\nnot constitute a waiver of any other default. The failure of either party to\nenforce any right or remedy for any one default shall not be deemed a waiver of\nsaid right or remedy if the party persists in such default or commits any other\ndefault, nor shall such failure in any way affect the validity of the Agreement\nor any part hereof.\n\n     13.9.  INDEPENDENT PARTIES. Nothing in the Agreement shall be deemed to\nconstitute, create, give effect to or otherwise recognize a partnership, joint\nventure or formal business entity of any kind; and the rights and obligations of\nthe parties shall be limited to those expressly set forth herein.\n\n     IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly\nexecuted as of the Effective Date.\n\ndrkoop.com, Inc.                        Salon Internet, Inc.\n\nSignature: \/s\/ Ian Bagnall             Signature: \/s\/ Andrew Ross              \n          -------------------------               ------------------------------\n \nName: Ian Bagnall                       Name: Andrew Ross                       \n     ------------------------------          -----------------------------------\n \nTitle: Vice President, Business         Title: Vice President, Business         \n       Development                             Development\n      -----------------------------           ----------------------------------\n                                       14\n\n \n                                   EXHIBIT A\n\n                                        \n                                  DKC CONTENT\n\n                                       15\n\n \n                                   EXHIBIT B\n\n\n                                 SALON CONTENT\n\n\n\n \n                                   EXHIBIT C\n\n\n                           ON-LINE SERVICE AGREEMENT\n\n\n\n \n                                   EXHIBIT D\n\n                                DKC TRADEMARKS\n\nTRADEMARKS:\n\n\n[LOGO]\n\na drkoop.com\nCOMMUNITY\n\n\n\n \n                                   EXHIBIT E\n\n\n                               SALON TRADEMARKS\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8749],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9613,9617],"class_list":["post-42680","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salon-media-group-inc","corporate_contracts_industries-media__other","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42680","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=42680"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42680"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42680"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42680"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}