{"id":42962,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/web-advertising-services-agreement-flycast-communications-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"web-advertising-services-agreement-flycast-communications-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/web-advertising-services-agreement-flycast-communications-corp.html","title":{"rendered":"Web Advertising Services Agreement &#8211; Flycast Communications Corp. and Nettaxi Online Communities Inc."},"content":{"rendered":"<pre>\n                            FLYCAST(TM) COMMUNICATIONS\n                                   CORPORATION\n\n                       WEB ADVERTISING SERVICES AGREEMENT\n                                   For Sellers\n\n\n                                                                    V2.0-Sellers\n\n\nCompany  Name  (\"Seller\")       Nettaxi  Online  Communities\n------------------------------  ------------------------------\nPrimary  Site(s)  URL(s)        www.nettaxi.com\n------------------------------  ------------------------------\nContact  Person(s)  Name        Robert  or  Dean  Rositano\n------------------------------  ------------------------------\nPhone                           408-879-9880\n------------------------------  ------------------------------\nEmail                           CS@nettaxi.com    dean@nettaxi\n------------------------------  ------------------------------\nFlycast  Sales  Representative  Shan  Franklin\n------------------------------  ------------------------------\nFlycast  Customer  Support\nRepresentative\n------------------------------  ------------------------------\n\n\nThis  agreement,  dated  June 3, 1998, describes the entire terms and conditions\nfor  the  sale  of  web advertising impressions  on the Flycast Open Network(TM)\nbetween  Flycast  Communications  Corporation  (\"Flycast\")  and  Nettaxi  Online\nCommunities  (the  \"Seller\").\n\n\nSection  1.0  Definitions\n\n1.1.     AdAgent(TM).\nThe  client  software  provided  by  Flycast  for  the  purpose  of  purchasing\nImpressions  on  the  Flycast  Open  Network.\n\n1.2.     Ad  Spaces.\nThe  web  page  section(s)  on  Seller's  web  site registered with Flycast that\ngenerate  Impressions.\n\n1.3.     Buyers.\nCustomers  who  buy  Impressions  on  the  Flycast  Open  Network.\n\n1.4.     Buyer  Terms  and  Conditions.\nThe  Terms  and conditions that apply to purchases of Impressions on the Flycast\nOpen  Network.  Copies  are  available  from  Flycast.\n\n1.5.     Default  Advertisements.\nAdvertisements  promoting Seller's web site (or Seller's goods or services) that\nare  displayed  in  the  event  there  is  no qualified Buyer for Impressions on\nSeller's  Ad  Spaces.\n\n1.6.     Flycast.\nFlycast  Communications  Corporation,  a  California  corporation.\n\n1.7.     Flycast  Ad  Management  System.\nThe  tools and services provided by Flycast to manage web advertising campaigns,\nincluding  AdAgent,  Ad  Reporter,  Site  Registry,  and  Site  Reporter.\n\n1.8.     Flycast  Blind  Buy  Sale.\nA  transaction  on  the  Flycast Open Network in which the Impression is sold as\npart  of  a  pool of Impressions from multiple sites, and the Buyer is unable to\nspecify  web  sites  or  Ad  Spaces.\n\n1.9.     Flycast  Open  Network.\nThe  network  of  web  sites  on  which  Buyers  can  purchase  Impressions.\n\n1.10.  Flycast  Spot  Sale.\nA  transaction on the Flycast Open Network where the Impression is sold pursuant\nto  a  real-time  bidding  process  to  the  highest  bidder that bids above the\nSeller's  minimum  bid  price.\n\n1.11.  Flycast  Upfront  Sale.\nA  transaction  on  the Flycast Open Network where a fixed number of Impressions\nare  sold  to  a  specific  Buyer (including Flycast) for a fixed, predetermined\nprice.  A Flycast Upfront Sale cannot be canceled by the Seller or by the Buyer.\n\n1.12.  Impressions.\nWeb  advertising  impressions  sold  or made available for sale over the Flycast\nOpen  Network.\n\n1.13.  Sellers.\nWeb  sites  that  register  Ad  Spaces  for  sale  on  the Flycast Open Network.\n\n1.14.  Seller  Status  Information.\nThe Seller's Impression sale parameters with respect to each Ad space, including\nthe  number of Impressions available to be sold on the Flycast Open Network, the\nminimum  price  for  the  sale  of  the  Impressions,  etc.\n\n1.15.  Site  Registry.\nThe  HTML  form(s)  on  Flycast's  web site used by Sellers to register their Ad\nSpaces  with  the  Flycast  Open  Network,  and  to set and adjust Seller Status\nInformation.\n\nSection  2.0.  Selling  Impressions\n\nSection  2.1.  General\nSeller agrees to make Impressions available for sale on the Flycast Open Network\nin  the  amount,  price  and  Ad Space locations reflected in the Site Registry.\nSeller  agrees that by participating in the Flycast Open Network, it has made an\noffer  to  sell  Impressions  at or above the minimum designated price.  Flycast\ndoes  not represent or warrant that Seller will sell any Impressions through the\nFlycast  Open  Network.  Seller  agrees that any Impressions otherwise unsold on\nthe Flycast Open Network will be offered for sale as part of a Flycast Blind Buy\nSale.\n\nSection  2.2.  Site  Registration  and  Information\nSeller  agrees  to  complete  the  Site  Registry  information  accurately  and\ncompletely,  including  setting  \"rate card,* minimum bid,* and Bind Buy\" prices\nfor  all  of  the Ad Spaces available for sale.  Seller further agrees to update\nSeller  Status  Information  on  a  monthly  basis.\n\nSection  2.3.  Fulfillment\nSeller  understands  that  Buyers use information about available Impressions on\nSeller's  site  to  plan  their  web  media buys.  Accordingly, Seller agrees to\nprovide  all  the  Impressions  reflected in the Site Registry for sale over the\nFlycast  Open  Network.  In addition, Seller agrees that if it sells Impressions\npursuant  to a Flycast Upfront Sale, it will deliver all of the Impressions with\nrespect  to  such sale, and that it will provide \"make-good\" impressions as soon\nas  practicable  in  the  event  of  an  underdelivery.\n\nSection  2.4.  Payment  to  Seller\nFlycast  will pay Seller the following amount for Impressions made available for\nsale  through  the  Flycast  Open  Network:\n\n     60%  of  revenues  generated  from  the sale of Impressions on the Seller's\nAd Spaces.\n\nSection  2.5.  Payment  Terms\nFlycast  will remit a monthly payment to seller sixty (60) days after the end of\nthe  month  in which Impressions are sold through the Flycast Open Network.  For\nexample,  Seller  will  be  paid by March 30 for ads placed during the preceding\nmonth  of  January.  A  Flycast payment report summarizing the Seller's activity\nwill  accompany  payment  for  the  month.  Flycast will accrue and hold monthly\npayments  due  to  Seller  until  the aggregate amount due exceeds $200 (or such\nlesser  amount  due  Seller in the event Seller terminates its relationship with\nFlycast).  If Seller is also a buyer, Flycast has the option to offset a payment\nby  the amount of any balance due Flycast from Seller's purchases of Impressions\non  the  Flycast  Open  Network.\n\nSection  2.6.  Discrepancies\nSeller  has  thirty  (30)  days  from  the  receipt  of  payment  to  report any\ndiscrepancy  or to question the payment.  Flycast and Seller will use their best\nefforts to resolve any discrepancy or question quickly and fairly.  In case of a\ndiscrepancy between any report generated by Flycast's SiteReporter and Flycast's\nfinal  billing  information,  the  filling  information  will  control.\n\nSection  2.7.  Ad  Blocking\nFlycast provides Seller an automated procedure for blocking selected advertisers\nor  advertisements from appearing on their Ad Spaces.  Seller is responsible for\nutilizing  Flycast's  ad  blocking  system in accordance with the procedures set\nforth  on  Flycast's  Web  site.  Seller acknowledges that Flycast's ad blocking\nsystem  provides  adequate  protection  against  the  appearance  of unwanted or\ninappropriate  advertisements  or  advertisers  on  Seller's  Ad Spaces.  SELLER\nAGREES  THAT NEITHER FLYCAST OR ANY BUYER SHALL BE LIABLE FOR THE CONTENT OF ANY\nADVERTISEMENTS  DELIVERED  BY  FLYCAST  ON  SELLER'S  AD  SPACES.\n\nSection  2.8.  Impression  Pricing\nSeller agrees to cooperate with Flycast in pricing Impressions to enable Flycast\nto offer Impressions on several sites with content similar to Seller at a single\nprice  or  consistent  range  of  prices.\n\nSection  2.9.  Minimum  Impressions;  Term\nSeller  agrees to  make a minimum of  100,000 Impressions available for sale per\nmonth  on  the  Flycast Open Network for at least three (3) months from the date\nhereof.  This  Agreement will automatically renew at the end of the initial term\nand  will  remain  in  effect  unless  terminated  by either party with 30 day's\nnotice.  Either  party  may, at its sole option, terminate this Agreement in its\nentirety  in  the  event  that  (i) the other party breaches any of its material\nobligations,  representations  or  warranties  under this Agreement and fails to\ncure  such  breach within thirty (30) days of receiving notice thereof, (ii) the\nother  party is acquired by a third party that would reasonably be determined to\nbe  involved  in  substantial  business activities that are directly competitive\nwith  the business of the terminating party, or (iii) the other party institutes\ninsolvency,  receivership  or bankruptcy proceeding or any other proceedings for\nthe  settlement  of  debt,  which  are  not  dismissed or resolved in such other\nparty's  favor  within  sixty  (60)  days  thereafter.\n\nSection  2.10.  Reporting\nSeller is entitled to use Site Reporter, Flycast's online reporting application.\nFlycast  may limit Seller's use of Site Reporter pursuant to a reasonable policy\napplied  objectively  to  sites  participating  in  the  Flycast  Open  Network.\n\nSection  2.11.  Promotional  Impressions\nSeller  agrees  to  provide three percent (3%) of its unsold Impressions (across\nall  of the sites sold through the Flycast Open Network) with respect  to the Ad\nSpaces  covered  by  this contract available to Flycast fee of charge for use in\npromoting  the  Seller and the Flycast Open Network.  In addition, Seller agrees\nto  provide  Flycast  with  reasonable amounts of additional promotion inventory\nfrom  time  to  time  in  connection  with  specific  programs  or  promotions.\n\nSection  2.12.  Deleted\n\nSection  2.13.  Rights  Upon  Termination\nOn  termination  of  this  Agreement,  all  of Seller's rights under the AdAgent\nLicense  Agreement  (attached  hereto  as  Exhibit  A).  If  this  Agreement  is\nterminated  for any reason, neither party will be liable to the other because of\nsuch  termination  for  damages for the loss of prospective profits, anticipated\nsales,  good  will,  or  for  expenditures,  investments  or commitments made in\nconnection  with  this  Agreement.  The  termination of this Agreement shall not\nrelieve either party from its liability to pay any fees that have accrued to the\nother  party  prior  to  the  date  of  termination.  The  parties'  rights  and\nobligations  under Section 4.2-4 shall survive expiration or termination of this\nAgreement.\n\nSection  3.0.  Advertising  Management  Services\n\nSection  3.1.  Default  Advertising\nSubject  to  the terms and conditions of the AdAgent License Agreement (attached\nhereto  as  Exhibit A).  Seller can use Flycast's Ad Management System to manage\nDefault Advertising.  Seller is bound by the AdAgent License Agreement (attached\nhereto  as  Exhibit A).  Seller rights  under  this  Section  3.1 are limited to\nten percent (10%)  of  Seller's  inventory  made  available for sale through the\nFlycast Open network,  or  20,000  impressions  per  month, whichever  is  less.\n\nSection  3.2.  Outsourced  Ad  Management\nSeller  can  use  Flycast's  Ad  Management  System  to  manage  web advertising\ncampaigns originated by Seller on behalf of third-party advertisers appearing on\nthe  Ad  Spaces  covered by this contract in accordance with the following terms\n(which  terms  override  Section  2.4):\n-     Section  3.2.1.  Commission.  Flycast is entitled to a commission equal to\n$2.00 per thousand Impressions delivered by  Seller  utilizing  the  Flycast  Ad\nManagement  System  to  manage  ad campaigns on the Ad Locations covered by this\ncontract.\n-     Section  3.2.2.  Billing  and Collection.  Flycast will invoice Seller for\nthe  commission  described in Section 3.2.1, and retains the right to offset any\npayment  due  Seller  by  the  amount  of  the  commission.  Seller  bears  sole\nresponsibility  for  billing  and  collecting  payment  from  advertisers  for\nadvertisements  delivered  pursuant  to  this  Section  3.2.2.\n\nSection  3.3.  Purchasing  Impressions\nSubject  to  the terms and conditions of the AdAgent License Agreement (attached\nhereto  as  Exhibit  A).  Seller  can  use  the  Flycast Ad Management System to\npurchase  Impression on the Flycast Open Network.  Seller will be subject to the\nBuyer  Terms  and  Conditions  with  respect  to  the  purchase  of Impressions.\n\nSection  4.0.  Standard  Terms  and  Conditions\n\nSection  4.1.  Programming\nSeller  will  effect all necessary HTML changes with respect to the Ad Spaces as\ndescribed  in  Flycast  Site  Registry  so  as  to  enable  Flycast  to  deliver\nImpressions  to  Buyers  in  accordance  with  this  Agreement.\n\nSection  4.2.  Quality  Assurance\nSeller  will  maintain its web site and Ad Spaces in accordance with the highest\nindustry  standards.  Seller  acknowledges that Flycast has no responsibility to\nreview  the  content  of  its  web  site(s)  or Ad Spaces.  Without limiting the\nforegoing,  Seller  represents  and  warrants  that:\n\n-     Section  4.2.1.  Content Restrictions.  Seller's web site(s) and Ad Spaces\nshall  not  contain,  or contain links to, content promoting the use of alcohol,\ntobacco  or  illegal  substances;  nudity,  sex,  pornography, or adult-oriented\ncontent;  expletive  or  inappropriate  language;  content  promoting  illegal\nactivity,  racism,  hate,  \"spam,\"  mail  fraud,  pyramid schemes, or investment\nopportunities  or  advice  not  permitted  under  law; content that is libelous,\ndefamatory,  contrary  to  public  policy,  or  otherwise unlawful, or any other\ncontent  deemed  inappropriate  by  Flycast  in  its  sole  discretion.\n-     Section  4.2.2.  Ad  Space  Location;  Limitation.  Seller agrees to place\nFlycast  Ad Spaces in a conspicuous location on pages on its web site(s), either\nat  the  top of the web page, or on the top one-third of an expanded view of the\npage on a 640x480 monitor.  In addition, Seller agrees that it shall not display\nmore  than  one advertisement (whether or not provided by Flycast) on any single\npage  on  which  a  Flycast  Ad  Space  appears.\n-     Section  4.2.3.  Valid  Impressions.  Seller  shall not to run \"robots\" or\n\"spiders\"  against its web site(s) or use any means to artificially increase the\nImpressions  available  with  respect  to  any  Ad  Spaces.\n-     Section  4.2.4.  Refresh  rates.  Seller  may utilize \"meca refresh banner\nrotations\"  only  for pages that have chat, video broadcast, audio broadcast, or\nactive  gaming  content.  The refresh rates for these rotations must exceed five\n(5)  minutes.\n-     Section  4.2.5.  Cooperation.  Seller  will  cooperate with any reasonable\nFlycast  efforts  or  initiatives relating to auditing sites on the Flycast Open\nNetwork,  obtaining  enhanced demographic information about visitors to Seller's\nsite(s),  etc.\n\nSeller understands and agrees that a violation of this Section 4.2 may result in\nthe  suspension  or  termination  of  active  advertising  campaigns  running on\nSeller's  Ad  Spaces,  removal  of  Seller's  web  site(s) from the Flycast Open\nNetwork,  or  any  other  action  deemed necessary in Flycast's sole discretion.\n\nSection  4.3.  Proprietary  Rights\nSeller  agrees  that  it  shall not have, nor will it claim, any right, title or\ninterest  in  any  advertising content delivered by Flycast (other than Seller's\nown  advertising  content).  Seller  understands  that,  other than the licenses\ngranted  in the AdAgent License Agreement attached hereto, Flycast grants Seller\nno  license to Flycast advertising content, the name \"Flycast\" or any derivative\nthereof,  or any other trademarks, logos, copyrights, patents, trade secrets, or\nother  intellectual property rights which are owned or controlled by Flycast and\nmade  available  to  Seller  in  any  manner.\n\nSection  4.4.  Public  Relations\nFlycast  retains  the  right  to  refer to Seller as a customer in its web site,\npress  releases  and  marketing  collateral.\n\nSection  4.5.  Representation  and  Warranties\nEach  party  represents  and warrants to the other party that such party has the\nfull  corporate  right,  power and authority to enter into this Agreement and to\nperform  the  acts required of it hereunder; and the execution of this Agreement\nand  the  performance  by such party of its obligations and duties hereunder, do\nnot  and  will  not  violate  any agreement to which such party is a party or by\nwhich it is otherwise bound; and when executed and delivered by such party, this\nAgreement will constitute the legal, valid and binding obligation of such party,\nenforceable  against  such  party  in  accordance  with  its  terms.  Such party\nacknowledges  that  the  other  party  makes  no  representations, warranties or\nagreements  (written  or oral) related to the subject matter except as expressly\nprovided  for  in  this  Agreement.\n\nSection  4.6.  Limitation  of  Liability\nThe  parties  agree  that:  (i)  Flycast  exercises  no  control  and  has  no\nresponsibility  whatsoever  over  the  content  or  quality  of  any advertising\nmaterials  or  any  AdSpaces,  (ii) use of Flycast's services is at Seller's own\nrisk,  and (iii) this is not a contract for the sale of goods and, therefore, is\nnot  subject  to  the  Uniform  commercial  Code.  EXCEPT  AS EXPRESSLY PROVIDED\nHEREIN,  THE  SERVICES  ARE  PROVIDED  \"AS  IS\"  AND  \"AS AVAILABLE\" AND FLYCAST\nDISCLAIMS  ALL  WARRANTIES  OF  ANY  KIND,  WHETHER  EXPRESS OR IMPLIED, FOR THE\nADVERTISING  SERVICES,  INCLUDING  BUT  NOT  LIMITED  TO THE IMPLIED WARRANTY OF\nMERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE  AND IMPLIED WARRANTIES\nARRISING FROM COURSE OF DEALING OR COURSE  OF PERFORMANCE.  Flycast shall not be\nliable for any advertisers whose content appear on the Flycast Open Network, nor\nthe  contents  of  any  advertisement, nor shall Flycast be liable for any loss,\ncost,  damage,  or expense (including attorney's fees) incurred by Seller or any\nadvertiser  in  connection with an advertiser's or Seller's participation in the\nFlycast  Open Network.  Flycast makes no guarantees with respect to the services\nrendered  under  this  Agreement,  and  neither Flycast nor any of its officers,\ndirectors,  agents,  Flycast  Open  Network  members  or sponsors shall have any\nliability  as  a  result  of Flycast's performance of this Agreement, including,\nwithout  limitation,  Internet disruption, interrupted service, errors or delays\nin providing the service, levels of use or impressions, loss of data, failure to\nprovide  requested  subject  categories,  failure to meet Seller or advertiser's\nrequirements,  or  other  injury,  damage  or  disruption  to  advertiser  or\nadvertiser's  web  site.  Without  limiting  the  foregoing,  Flycast's  entire\nliability  under,  for breach of, arising under, or related to this Agreement or\nthe  services  to  be provided hereunder (whether in tort, contract or any other\ntheory),  and  Seller's  solo remedy is for Flycast, if possible, to provide the\nservices agreed hereunder or refund any amounts prepaid by Seller related to the\nservices  giving  rise  to such liability, provided such refund shall not exceed\nthe  aggregate charges for services rendered for the prior six months under this\nAgreement that gave rise to such liability.  In no event shall Flycast be liable\nfor indirect, exemplary, special, incidental or consequential damages, or costs,\nincluding  but  not  limited  to,  any  lost profits or revenues, loss of use or\ngoodwill,  or any third party claims, even if such party has been advised of the\npossibility  of  such  damages.\n\nSection  4.7.  Nondisclosure  and  Proprietary  Information\nSeller  shall  not  disclose any of the terms and conditions of the Agreement to\nany  third  party without the express written consent of Flycast.  Neither party\nshall  disclose  to  any  third  party the Confidential Information of the other\nparty  and shall not use any such Confidential Information for any purpose other\nthan  the  purpose for which it was originally disclosed to the receiving party.\n\"Confidential  Information  means  any  information  of a party disclosed to the\nother  party,  which is identified as, or should be reasonably understood to be,\nconfidential  to the disclosing party, including, but not limited to the results\nof  Seller's  sale  of  Impressions on the Flycast Open Network, know-how, trade\nsecrets, technical processes and formulas, software, customer lists, unpublished\nfinancial  information,  business  plans,  projections,  and  marketing  data.\n\"Confidential  Information\"  shall  not include information that (i) is known to\nthe  receiving  party at the time it receives Confidential Information; (ii) has\nbecome  publicly known through no wrongful act of the receiving party; (iii) has\nbeen rightfully received by the receiving party from a third party authorized to\nmake  such communication without restriction; (iv) has been approved for release\nby  written  authorization of the disclosing party; or (v) is required by law to\nbe  disclosed.\n\nSection  4.8.  Indemnification\nSeller,  at  its  own  expense, shall indemnify, defend and hold Flycast and its\nofficers, directors, employees, agents, distributors and licensees harmless from\nand  against any judgment, losses, deficiencies, damages, liabilities, costs and\nexpenses  (including  reasonable  attorney's  fees  and  expenses)  incurred  in\nconnection  with  or  arising  from  any  claim,  suit,  action  or  proceeding\n(collectively,  a  \"Claim\")  to  the extend the basis of such Claim relates to a\nbreach  by  Seller under this Agreement or in connection with claims arising out\nof  publication  of  any  content  or  information published by Seller hereunder\n(including,  without  limitation,  any  claim  of  trademark  or  copyright\ninfringement,  libel, defamation or breach of confidentiality) or any product or\nservice  related  to  such content or information or any breach of a third party\ncontract.\n\nSection  4.9.  Miscellaneous\n\na.     Independent  Contractors.  The  parties to this Agreement are independent\ncontractors.  Neither  party is an agent or partner of the other party.  Neither\nparty  shall  have any right, power or authority to enter into any agreement for\nor  on behalf of, or incur any obligation or liability of, or to otherwise bind,\nthe other party.  This Agreement shall not be interpreted or construed to create\nan  association,  agency, joint venture or partnership between the parties or to\nimpose  any  liability  attributable  to  such a relationship upon either party.\n\nb.     Entire  Agreement.  This  Agreement  and  the  AdAgent  License Agreement\nattached hereto as Exhibit A sets forth the entire Agreement between the parties\nand  supersedes  prior  proposals,  agreements,  and representations between the\nparties, whether written or oral, regarding the subject matter contained herein.\nThis  Agreement  may  be  changed  only  my  mutual  agreement of the parties in\nwriting.  This  Agreement may be changed only by mutual agreement of the parties\nin  writing.  This Agreement may be executed in any number of counterparts, each\nof which shall be an original and all of which shall constitute together but one\nand  the  same  document.\n\nc.     Assignment.  Seller  may  not  assign  or  otherwise  transfer,  whether\nvoluntarily  or  by  operator  of  law,  any  rights  or  obligations under this\nAgreement  without  the  prior  written  consent  of  Flycast.\n\nd.     Governing  Law\/Notice.  This Agreement shall be construed and interpreted\naccording  to the laws of the State of California without reference to conflicts\nof  law provisions.  The parties hereby consent to the exclusive jurisdiction of\nthe courts of San Francisco County, California.  All written notices between the\nparties  shall  be  deemed  to  have been given if personally delivered, sent by\ncourier or certified, registered or express mail, transmitted by electronic mail\nvia  the  Internet  (with  copy  sent by registered or certified airmail) to the\naddress set forth above (or as otherwise directed in writing).  Unless otherwise\nprovided herein, all notices shall be deemed to have been duly given on: (a) the\ndate  of  receipt  (or  if  delivery  is  refused,  the date of such refusal) if\ndelivered  personally,  by  electronic mail or by courier; or (b) three (3) days\nafter  the  date  of  posting  if  transmitted  by  mail.\n\ne.     Waiver\/Severability.  The  waiver  by  either  party of a breach or right\nunder  this  Agreement  will  not constitute a waiver or any other or subsequent\nbreach  or  right.  If  any provision of the Agreement is found to be invalid or\nunenforceable  by  a  court  of  competent jurisdiction, such provision shall be\ncovered  from  the  remainder of this Agreement, which will remain in full force\nand  effect.\n\nf.     Force  Majeure.  Flycast  shall not be in default or otherwise liable for\nany delay in or failure of its performance under this Agreement where such delay\nor  failure  of its performance under this Agreement arises by reason of any Act\nof  God,  or any government or any governmental body, acts of war, the elements,\nstrikes  or  labor  disputes,  or  other  cause  beyond  the control of Flycast.\n\n\n\nFlycast Communications Corporation\n__________________________________\n\n\n\nBy:_______________________________\n\nTitle:____________________________\nFlycast Communications Corporation\n\n\nSeller\n\n__________________________________\n\n\nBy:_______________________________\n\nTitle:____________________________\n\n(Company  Name):__________________\n\n\nExhibit  A\n\nAdAgent  License  Agreement\n\nONCE  YOU  DOWNLOAD  FLYCASTS  SOFTWARE,  YOU AND THE COMPANY OR ENTITY THAT YOU\nREPRESENT  (\"YOU\")  WILL  BE  BOUND  BY  THE  FOLLOWING  LICENSE  AGREEMENT\n(\"AGREEMENT\").\n\n1.     GRANT.  Subject  to  the  terms of this Agreement, Flycast Communications\nCorporation  (\"Flycast\")  hereby grants You a limited, personal nontransferable,\nnonsublicensable, royalty-free, nonexclusive license to use the AdAgent software\nproduct  that  You  are  about  to  download in object code form, along with the\ndocumentation  that  accompanies  it  (\"Software\") for managing, displaying, and\nplacing  advertising  on  the  world wide Web.  The Software consists of various\ncomponents,  which are identified by appropriate filenames in the download.  You\nmay  copy,  distribute, install, and use AdAgent for internal use only.  You may\nonly  install  and  use  one  copy  of  the  AdAgent and other components of the\nSoftware.  You  may  also  copy the Software for archival purposes, provided any\ncopy  must  contain  all  of  the  original  Software's  proprietary  notices.\n\n2.     RESTRICTIONS.  You  may  not, directly or indirectly:  modify, translate,\nreverse,  engineer, decompile, disassemble (except to the extend applicable laws\nspecifically  prohibit  such  restriction), create derivative works based on, or\notherwise  attempt to discover the source code or underlying ideas or algorithms\nof  the  Software;  or  copy  and  distribute (except for the purposes set forth\nabove)  rent,  lease,  or  otherwise  transfer  rights  to the Software; use the\nSoftware  for  timesharing  or  service  bureau  purposes,  or  for  performing\ncomparisons  or  other  \"benchmarking\" activities, either alone or in connection\nwith  any  other  software  (and  you  will  not  publish  the  results  of such\nactivities);  or  remove  any proprietary notices or labels on the Software.  As\nbetween  the  parties, title, ownership rights, and intellectual property rights\nin  and  to  the  Software,  and any copies or portions thereof, shall remain in\nFlycast  and  its  suppliers  or  licensors.  The  Software  is protected by the\ncopyright  laws  of  the  United  States  and  international copyright treaties.\n\n3.     SUPPORT  AND  UPGRADES.  This  Agreement  does  not  obligate  Flycast to\nprovide  any support or upgrades, patches, enhancements, and fixes (collectively\n\"Upgrades\")  for the Software.  Notwithstanding the foregoing, any Upgrades that\nYou  may  receive  become  part  of the Software and the terms of this Agreement\napply  to  them.\n\n4.     CONTENT.  Title,  ownership  rights,  and intellectual property rights in\nand  to  any  advertisements,  information,  text, pictures, images, characters,\nsounds,  personalities,  code  (source  and  object),  data, and other materials\n(\"Content\")  provided  by  third  parties,  or  accessed  through, managed with,\nprocessed  with,  or  otherwise  used  in  connection  with  the Software is the\nproperty of the applicable owner and may be protected by applicable copyright or\nother  law.  This  agreement  give  You no rights, title, or interest to Content\n(including  without  limitation  Content  that  You  post  or  create  suing the\nSoftware).  Flycast  exercises  no  screening,  editorial, or other control over\nContent,  and  Content  may  include  material that could be deemed distasteful,\nmisleading, inaccurate, offensive, pornographic or otherwise objectionable.  You\nhereby  agree  to  indemnify and hold harmless Flycast from any and all damages,\nliability,  costs,  and expenses (including attorney's fees) arising from claims\nrelated to your use of the Content, including, without limitation, infringement,\nmisappropriation,  privacy,  security,  right  of  publicity, false advertising,\nfraud,  consumer  protection,  and claims that Content is obscene, pornographic,\nindecent,  or  otherwise  objectionable.\n\n5.     WARRANTY  AND DISCLOSURE.  FLYCAST PROVIDES THE SOFTWARE AND ANY SERVICES\nTHAT  YOU  RECEIVE  \"AS IS\" AND WITHOUT WARRANTY OF ANY KIND, AND FLYCAST HEREBY\nDISCLAIMS  ALL  EXPRESS  OR  IMPLIED  WARRANTIES,  INCLUDING  WITHOUT LIMITATION\nWARRANTIES  OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE,\nACCURACY,  RELIABILITY,  AND  NON-INFRINGEMENT.  THIS  DISCLAIMER  OF  WARRANTY\nCONSTITUTES  AN  ESSENTIAL  PART  OF  THIS  AGREEMENT.\n\n6.     LIMITATION  OF  LIABILITY.  You  assume the entire risk as to the quality\nand  performance  of the Software.  Flycast assumes no liability for the cost of\nany  service  or  repair  if the Software is defective.  Further, You assume the\nresponsibility  of,  and  any  costs  or  liability  associated  with,  making a\nconnection  (by  any means) to the Internet, or other online service, or network\nand  You  understand that some features of the Software will not operate without\nsuch  a  connection.  UNDER  NO  CIRCUMSTANCES  AND UNDER NO LEGAL THEORY, TORT,\nCONTRACT,  STRICT  LIABILITY,  OR  OTHERWISE,  SHALL  FLYCAST  OR ITS LICENSORS,\nSUPPLIERS  OR  RESELLERS  BE  LIABLE  TO YOU OR ANY OTHER PERSON FOR ANY DIRECT,\nINDIRECT,  SPECIAL,  INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES  OF  ANY  CHARACTER\nINCLUDING  WITHOUT  LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK\nSTOPPAGE,  ACCURACY  OF  RESULTS,  COMPUTER  FAILURE  OR  MALFUNCTION,  DAMAGES\nRESULTING  FROM  DISABLING  OF  THE  SOFTWARE,  OR  ANY AND ALL OTHER COMMERCIAL\nDAMAGES OR LOSSES.  IN NO EVENT WILL FLYCAST BE LIABLE FOR ANY DAMAGES IN EXCESS\nOF  THE LICENSE FEES PAID IN CONNECTION WITH THE SOFTWARE, EVEN IF FLYCAST SHALL\nHAVE  BEEN  INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY\nOTHER  PARTY.\n\n7.     TERMINATION.  This  Agreement  will  become  effective upon the effective\ndate  of the web Advertising Services Agreement between You and Flycast and will\nlast  until terminated under this Section.  You may terminate this Agreement and\nthe  license  granted herein at any time by destroying or removing from all hard\ndrives, networks, and other storage media all copies of the Software, and paying\nall  amounts  due  to  Flycast  under  the  web  Advertising Services Agreement.\nFlycast  may terminate this Agreement and the license granted herein immediately\nif  You  breach  any  provision  of  this  Agreement.   This  Agreement  will\nautomatically terminate, without notice from Flycast upon the termination of the\nweb Advertising Services Agreement between You and Flycast.  Upon termination of\nthe Agreement You agree to destroy or removed from such storage media all copies\nof  the  Software, Sections 2 and 4 through 11 shall survive termination of this\nAgreement.\n\n8.     EXPORT  CONTROLS.  You shall comply with all export laws and restrictions\nand  regulations  of the Department of Commerce, the United States Department of\nTreasure  Office  of  Foreign Assets Control (\"OFAC\"), or other United States or\nforeign  agency  or  authority,  and agree not to export, or allow the export or\nre-export  of  the  Software  in  violation  of  any  such restrictions, laws or\nregulations  (including, without limitation, export or re-export to destinations\nprohibited  either  in  Country  Groups Q, S, W, Y or Z country specified in the\nthen  current  Supplement No. 1 to Section 770 of the U.S. Export Administration\nRegulations  (or  any  successor  supplement  or  regulations),  or  the  OFAC\nregulations  found  at  31  C.F.R.  500  et  seq.)  By  downloading or using the\nSoftware,  You  are  agreeing  to  the  foregoing  and  You are representing and\nwarranting  that  You are not located in, under the control of, or a national or\nresident  of  any  restricted  country  or  on  any  such  list.\n\n9.     U.S. GOVERNMENT RESTRICTED RIGHTS.  Use, duplication or disclosure of the\nSoftware  by the Government is subject to restrictions set forth in subparagraph\n(c)(1)(ii)  of The Rights in Technical Data and Computer Software clause at DFAR\n252.227-7013  or  subparagraphs  (c)(1)  and  (2)  of  the  Commercial  Computer\nSoftware--Restricted  Rights  at  FAR  52.227-19,  as  applicable, and all other\nFederal  laws  and  regulations  that  protect  Flycast's  rights  in  privately\ndeveloped  computer  software.\n\n10.     MISCELLANEOUS.  This  Agreement  represents  the  complete  agreement\nconcerning  this license between the parties and supersedes all prior agreements\nand  representations between them.  It may be amended only by a writing executed\nby both parties.  If any provision of this Agreement is held to be unenforceable\nfor any reason, such provision shall be reformed only to the extent necessary to\nmake  it  enforceable.  This  Agreement shall be governed by and construed under\nCalifornia  law,  without  reference  to  conflict  of  law  provisions.\n\n11.     CONFIDENTIALITY.  The  Software  and  other  technical,  business,  and\nfinancial  information,  including, without limitation, all pricing information,\nthat  You  receive  from  Flycast  is  the  confidential  information of Flycast\n(\"Confidential  Information\").  You  agree  not  to disclose or use Confidential\nInformation  for  any  purpose  except the purposes permitted in this Agreement.\nConfidential  Information  shall remain confidential until you can document that\nsuch  Confidential  Information  is  generally  available  to  the  public.  You\nacknowledge  that  a  breach  of  the  obligations  of  this  Section will cause\nirreparable harm to Flycast, and you hereby consent to Flycast being entitles to\nequitable  relief  (in  addition  to any other remedies) to enforce the terms of\nthis  section.\n\n\n\n                                     BUYERS  SELLERS  MEMBERS  FLYCAST  CONTRACT\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7557,8329],"corporate_contracts_industries":[9503,9513],"corporate_contracts_types":[9613,9620],"class_list":["post-42962","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-flycast-communications-corp","corporate_contracts_companies-nettaxi-inc","corporate_contracts_industries-services__advertising","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42962","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=42962"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42962"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42962"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42962"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}