{"id":42966,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/website-agreement-bravo-co-and-salon-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"website-agreement-bravo-co-and-salon-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/website-agreement-bravo-co-and-salon-com.html","title":{"rendered":"Website Agreement &#8211; Bravo Co. and Salon.com"},"content":{"rendered":"<pre>                                            \n                                 BRAVO COMPANY\n                              1111 STEWART AVENUE\n                           BETHPAGE, NEW YORK 11714\n\n\nSalon.com\n706 Mission Street, 2\/nd\/ Floor\nSan Francisco, CA 94103\n\nLadies and Gentlemen:\n\n         This letter shall confirm the terms of the agreement (the 'Agreement') \n                                                                    --------- \nbetween Bravo Company ('Bravo') and Salon.com ('Salon') (Bravo and Salon may be\n                        -----                   -----      \nreferred to as 'Party') for the licensing of Content on Websites (as defined\n                -----\nbelow) Controlled (as defined below) Bravo or Salon and for the sale of\nadvertising on on-line sites Controlled by Bravo or Salon, respectively.\n\n         For the purposes of this Agreement, a 'Website' is defined as a site\n                                                ------- \nwith pages hosted at a particular URL address which is accessed generally by the\npublic without charge, such as www.salon.com and 'Controlled' shall mean the\n                               -------------      ----------\nWebsite is operated by or its operations is controlled by Salon or its\nAffiliates ('Salon Controlled Websites') or Bravo or its Affiliates ('Bravo\n             -------------------------                                -----   \nControlled Websites'). A co-branded Website is not considered Controlled by a\n------------------- \nParty. If a Website ceases to be Controlled by a Party, the licenses in this\nAgreement shall terminate with respect to such Website sixty (60) days after\nsuch Control terminates. 'Affiliates' shall mean companies which are controlled\n                          ---------- \nby a particular company. For these purposes, 'control' shall mean the ability,\n                                              -------\ndirectly or indirectly, to vote fifty percent (50%) or more of the shares or\ninterests which elect the management of an entity. 'Content' shall mean the\n                                                    -------\narticles, audio or video on a Website, but shall not include advertisements,\nchat room contributions or other material not displayed to the public in general\non a Website. 'Term' and 'Promotional Period' are defined in Section 6.\n               ----\n\n1.       Rights Granted.\n         --------------\n\n         (a)   Subject to any limitations imposed on Content licensed by third\nparties to Bravo, Bravo grants to Salon during the Term a non-exclusive,\nworldwide, royalty-free license, with the right to sublicense to Salon\nAffiliates on the same terms, the right to reproduce, distribute, publicly\ndisplay, publicly perform and modify solely for editorial purposes on Salon\nControlled Websites (i) Content on the Bravotv.com Website or any other Website\nControlled by Bravo or its Affiliates, (ii) which is requested by Salon for use\nin connection with a particular related story or related feature on the\nSalon.com Website or any other Salon Controlled Website and (iii) which Bravo\nagrees to provide, which agreement shall not be unreasonably withheld.\n\n         (b)   Subject to any limitations imposed on Content licensed by third\nparties to Salon, Salon grants to Bravo during the Term a non-exclusive,\nworldwide, royalty-free license, with the right to sublicense to Bravo\nAffiliates on the same terms, the right to reproduce, distribute, publicly\ndisplay, publicly perform and modify solely for editorial purposes on Bravo\nControlled Websites (i) Content on Salon.com or a Salon Controlled Website, (ii)\nwhich is requested by Bravo for use in connection with a particular related\nstory or related feature on Bravotv.com or any other Bravo Controlled Website\nand (iii) which Salon agrees to provide, which agreement shall not be\nunreasonably withheld.\n\n         (c)   Subject to any limitations imposed on Content licensed by third\nparties to Salon, Salon grants to Bravo during the Promotional Period, a non-\nexclusive, worldwide, royalty-free license with the right to sublicense to BC\nAffiliates on the same terms to reproduce, distribute, publicly perform,\npublicly display and modify solely for editorial purposes on the Bravo pay\ntelevision network as it exists on the\n\n                                      40\n\n \nEffective Date or a television programming service operated by a BC Affiliate on\nthe Effective Date Content in the form of interstitial promotional\nadvertisements. 'BC Affiliates' shall mean a company or entity controlled by,\n                 -------------\ncontrolling or under common control with Bravo; 'control' shall mean the right\n                                                 -------\nto vote, directly or indirectly, more than fifty percent (50%) of the shares or\nvoting interests of the board of directors or management of such entity. The\nscope of the license may change upon sixty (60) days prior written notice by\nBravo to Salon if Bravo extends its distribution methods: Salon may give notice\nto Bravo during such period of any Content which may not be licensed in the new\nchannels of distribution and the license for such Content shall not be extended\nto new channels of distribution. To the extent Bravo or any of the BC Affiliates\nuses Content from Salon Controlled Websites in connection with making available\nsuch promotional inventory, Bravo or such BC Affiliate shall have sole\ndiscretion over which Content is utilized, of how such Content is presented\n(including the right to edit and re-format such Content), subject to the rights\nof third parties and Salon's reasonable approval, and selection of distribution\nplatforms (e.g., television, broadband, wireless).\n\n         (d)   Notwithstanding Paragraphs 1(a) and 1(b) hereof, neither Bravo\nnor Salon shall be required to provide to the other Party any Content on any of\nits Controlled Websites ('Supplying Party') which Bravo or Salon, as the case\n                          ---------------\nmay be, does not have the right to make available for use on Websites not\nControlled by such Party; provided that each of Bravo and Salon shall use all\nreasonable efforts to acquire the right to make Content on Websites Controlled\nby such Party available to the other Party ('Receiving Party') hereto as\n                                             ---------------\ncontemplated by this Agreement. The Receiving Party shall have the right to\nedit, alter or modify Content received from the other Party hereunder unless the\nSupplying Party notifies the Receiving Party that the Supplying Party does not\nhave the right to permit the Receiving Party to edit or modify such Content (in\nwhich event, upon the request of the Receiving Party, the Supplying Party shall\nuse all reasonable efforts to acquire the right to permit such Content to be\nedited or modified as requested by the Receiving Party). Content made available\npursuant to Paragraphs 1(a) and 1(b) hereof may be displayed on the Website\nControlled by the Receiving Party in full or as a synopsys using the headline,\nthe first few lines of the Content and by providing a link to the Supplying\nParty's Website for the balance of the Content.\n\n         (e)   Each of Bravo and Salon shall provide the other Party with\npassword-encoded access to a separate server or FTP site created by the\nSupplying Party and containing the Content to be provided under Paragraphs 1(a)\nor 1(b) hereof. The Supplying Party shall make reasonable commercial efforts to\nmake access to such FTP site available twenty-four (24) hours per day during\neach day of the year, but the Supplying Party shall not be responsible for lack\nof access due to problems with the Receiving Party's Internet Service Provider\n('ISP'), the Supplying Party's third party web host or general Internet access\n  ---\nproblems. Each Party shall consult with the other Party on a regular basis\nconcerning the Content schedules on Websites Controlled by such Party and shall\nprovide the other Party with such schedules as soon as they are finalized. Upon\nthe request of a Receiving Party, the Supplying Party shall use all reasonable\nefforts to make available to the Receiving Party Content in electronic format\nwithin twenty-four (24) hours' receipt of a request by Receiving Party posting\non the Receiving Party's Website.\n\n         (f)   Trademarks.\n               ----------\n\n               (i)    (A) During the term of this Agreement and subject to the\nterms and conditions of this Agreement, Salon hereby grants to Bravo, and Bravo\nhereby accepts, a nonexclusive, nontransferable, limited, royalty-free license,\nwithout the right to sublicense except to its Affiliates, to use the 'Salon'\ntrademark and logo ('Salon Trademarks') solely to identify the source of Content\n                     ----------------\nfrom Salon Controlled Websites and to market such Content in accordance with the\nterms of this Agreement.\n\n                      (B) During the term of this Agreement and subject to the\nterms and conditions of this Agreement, Bravo hereby grants to Salon, and Salon\nhereby accepts, a nonexclusive,\n\n                                      41\n\n \nnontransferable, limited, royalty-free license, without the right to sublicense\nexcept to its Affiliates, to use the 'Bravo' trademark and logo ('Bravo\n                                                                  -----\nTrademarks') solely to identify the source of Content from Bravo Controlled\n---------- \nWebsites and to market such Content in accordance with the terms of this\nAgreement.\n\n                      (C) Except in instances when Bravo or any of its\nAffiliates uses Content supplied by Salon for delivering the promotional media\ncontemplated by the Stock Purchase Agreement, the logo of the Supplying Party\nshall be featured immediately above or alongside the supplied Content with the\nwords 'Provided by' preceding the trademark and the Supplying Party's on-line\nsite URL embedded and\/or linked in such trademark.\n\n               (ii)   (A) The nature and quality of the Content publicly\ndisplayed or publicly performed by Bravo in connection with the Salon Trademarks\nshall conform to the standards set by Salon as evidenced by the Salon.com\nWebsite at the time. Bravo's use of the Salon Trademarks shall conform to any\nstyle guidelines which Salon may submit to Bravo from time to time. Bravo shall\nnot physically alter the Salon Trademarks without Salon's prior written consent.\nBravo will cooperate with Salon in facilitating its monitoring and control of\nthe nature and quality of such Content, and supply Salon with specimens of use\nof the Salon Trademarks upon request. Bravo further agrees to (i) take all such\nactions as Salon may reasonably request to assist Salon in perfecting its\nrights, title and interest in the Salon Trademarks and the goodwill appurtenant\nthereto, and (ii) refrain from taking any actions which may dilute the Salon\nTrademarks and the goodwill appurtenant thereto.\n\n                      (B) The nature and quality of the Content publicly\nperformed or publicly displayed by Salon in connection with the Bravo Trademarks\nshall conform to the standards set by Bravo as evidenced by the Bravotv.com\nWebsite at such time. Salon's use of the Bravo Trademarks shall conform to any\nstyle guidelines which Bravo may submit to Salon from time to time. Salon shall\nnot alter the Bravo Trademarks without Bravo's prior written consent. Salon will\ncooperate with Bravo in facilitating its monitoring and control of the nature\nand quality of such Content and supply Bravo with specimens of use of the Bravo\nTrademarks upon request. Salon further agrees to (i) take all such actions as\nBravo may reasonably request to assist Bravo in perfecting its rights, title and\ninterest in the Bravo Trademarks and the goodwill appurtenant thereto, and (ii)\nrefrain from taking any actions which may dilute Bravo's Trademarks and the\ngoodwill appurtenant thereto.\n\n               (iii)  (A) Bravo acknowledges and agrees that Salon is the sole\nand exclusive owner of the Salon Trademarks and the goodwill appurtenant\nthereto. Except as prohibited by law, Bravo agrees that it will not do anything\ninconsistent with such ownership either during the term of this Agreement or\nthereafter. Bravo agrees that use of the Salon Trademarks by Bravo shall inure\nto the benefit of and be solely on behalf of Salon. Bravo acknowledges that its\nutilization of the Salon Trademarks will not create or confer any right, title\nor interest in the Salon Trademarks in Bravo.\n\n                      (B) Salon acknowledges and agrees that Bravo is the sole\nand exclusive owner of the Bravo Trademarks and the goodwill appurtenant\nthereto. Except as prohibited by law, Salon agrees that it will not do anything\ninconsistent with such ownership either during the term of this Agreement or\nthereafter. Salon agrees that use of the Bravo Trademarks by Salon shall inure\nto the benefit of and be solely on behalf of Bravo. Salon acknowledges that its\nutilization of the Bravo Trademarks will not create or confer any right, title\nor interest in the Bravo Trademarks in Salon.\n\n               (iv)   (A) Bravo agrees that it will not adopt or use as part or\nall of any corporate name, trade name, trademark, service mark or certification\nmark, any trademark or other mark confusingly similar to the Salon Trademarks.\nBravo shall use the Salon Trademarks so that they create a separate and distinct\nimpression from any other trademark that may be used by Bravo. Bravo agrees that\nit will not \n\n                                      42\n\n \ncontest any Salon registration or application for any of the Salon Trademarks.\nBravo shall comply with all applicable laws and regulations pertaining to the\nproper use and designation of the Salon Trademarks.\n\n                      (B) Salon agrees that it will not adopt or use as part or\nall of any corporate name, trade name, trademark, service mark or certification\nmark, any trademark or other mark confusingly similar to the Bravo Trademarks.\nSalon shall use the Bravo Trademarks so that they create a separate and distinct\nimpression from any other trademark that may be used by Salon. Salon agrees that\nit will not contest any Bravo registration or application for any of the Bravo\nTrademarks. Salon shall comply with all applicable laws and regulations\npertaining to the proper use and designation of the Bravo Trademarks.\n\n\n\n         2.    Representations and Warranties: Each of Bravo and Salon\n               ------------------------------\nrepresents and warrants to the other that:\n\n\n         (a)   All Content made available by the Supplying Party to the\nReceiving Party pursuant to Paragraph 1(a), 1(b) or 1(c) hereof, as the case may\nbe, will be either original or licensed for use as provided in this Agreement by\nthe person(s) or entity(ies) which have the right to grant such licenses.\n\n         (b)   The use of Content provided by the Supplying Party by the\nReceiving Party as permitted by this Agreement will not violate or infringe on\nany rights of any person or entity.\n\n         (c)   With respect to the non-dramatic public performance rights to any\nmusical compositions contained in Content made available by a Supplying Party to\nthe Receiving Party pursuant to Paragraph 1(a) or 1(b) hereof, as the case may\nbe, such rights shall be (i) controlled by ASCAP, BMI or SESAC; (ii) controlled\nby the Supplying Party and not available from a performing rights society, in\nwhich case such rights are granted herein; or (iii) in the public domain in all\njurisdictions.\n\n         (d)   Each Party has full right, power and authority to enter into this\nAgreement and to satisfy all of the obligations to be rendered and satisfied,\nrespectively, by it hereunder, and there are no claims, facts or circumstances\nexisting or pending which would prevent such Party's full performance of its\nobligations hereunder.\n\n3.       Insurance: Throughout the period commencing on the date hereof and\n         ---------\nterminating no earlier than the expiration of this Agreement, each Party shall\nprovide and maintain, in full force and effect, at its own cost and expense, a\nbroadcaster's and advertiser's liability insurance (errors and omissions\ncoverage) policy or policies that covers any and all claims arising out of or\nrelating to (i) errors and omissions relating to media liability or (ii) the\nContent licensed to the Receiving Party under this Agreement. Such policy shall\nbe in the amount of $1,000,000 for any one claim and $3,000,000 in the aggregate\nin each annual policy period. Each Party shall furnish the other with a\ncertificate of insurance evidencing the existence of said insurance coverage,\nnaming the other Party as an additional insured. No such policy may be cancelled\nor materially modified without the other Party's prior approval, such approval\nnot to be unreasonably withheld.\n\n4.       Indemnification.\n         ---------------\n\n         (a)   Each party ('Indemnifying Party') will defend, indemnify and hold\n                            ------------------\nharmless or, at its option, settle any claim or action brought against the other\nParty, its officers, directors, BC Affiliates and sublicensees ('Indemnified\n                                                                 -----------\nParty') to the extent that it is based upon a claim that the Content provided by\n-----\nthe Indemnifying Party used within the scope of this Agreement violates the\nwarranties in Section 2, and the Indemnifying Party will pay any costs, damages\nand reasonable attorney fees reasonably incurred by the Indemnified Party that\nare attributable to such claim which are assessed against the Indemnified Party\nin a final judgment and\/or settlement. The Indemnified Party agrees that the\nIndemnifying Party shall be released from the foregoing obligation unless the\nIndemnified Party promptly notifies the Indemnifying \n\n                                      43\n\n \nParty in writing of the claim, or notice of claim, and that the Indemnifying\nParty has sole and complete control of the defense and\/or settlement of such\nclaim and the full cooperation of the Indemnified Party therein. The foregoing\nstates the Indemnifying Party's entire liability to the Indemnified Party with\nrespect to infringement.\n\n         (b)   In the event of such infringement, the Indemnifying Party will at\nits sole option and expense either:\n\n               (i)    procure for the Indemnified Party the right to continue\nthe use of the Indemnifying Party's Content;\n\n               (ii)   replace or modify the Indemnifying Party's Content to make\nits use non-infringing; or\n\n               (iii)  if, in the Indemnifying Party's reasonable opinion,\nneither (a) nor (b) above are commercially feasible, terminate the Indemnified\nParty's right to use the infringing Content.\n\n         (c)   The Indemnifying Party shall have no liability under this Section\nfor any claim or action where such claim or action arises from, is the result\nof, or is in connection with:\n\n               (i)    any modification made to the Indemnifying Party's Content\nafter delivery to the Indemnified Party;\n\n               (ii)   the Indemnified Party continues allegedly infringing\nactivity after being informed of modifications that would have avoided the\nalleged infringement or after being informed that the license is terminated as\nprovided in Section 4(b)(iii); or\n\n               (iii)  the Indemnified Party's use of the Indemnifying Party's\n                      Content is not strictly in accordance with the terms of\n                      this Agreement. The Indemnified Party will be liable for\n                      all damages, costs, expenses, settlements and attorneys'\n                      fees related to any claim of infringement arising as a\n                      result of (i)-(iii) of this Article.\n\n         (d)   If the Supplying Party reasonably believes that the Content\nsupplied to the Receiving Party may violate the rights of a third party, it may\nnotify the Receiving Party who agrees to promptly cease using such Content. So\nlong as the Supplying Party indemnifies the Receiving Party as provided in this\nSection 4 for all losses with respect to the period through thirty (30) days\nafter the date of such notice to the Receiving Party, such breach of Section\n2(b) shall not be considered a breach of this Agreement and such indemnity shall\nbe the sole and exclusive remedy of the Receiving Party.\n\n5.       Advertising Representation.\n         --------------------------\n\n         (a)   For a period of two (2) years from the date hereof, Bravo\nappoints Salon as a non-exclusive advertising sales representative for the sale\nof advertising on Bravo Controlled Websites. For a period of two (2) years from\nthe date hereof, Salon appoints Bravo as a non-exclusive sales representative on\nSalon Controlled Websites. Acting in the capacity of such representative, each\nof Salon and Bravo are sometimes hereinafter referred to in this Section 5 as a\n'Representative'. Bravo shall have the right to delegate its rights and\nobligations as a Representative for Salon Controlled Websites under this Section\n5 to Rainbow Advertising Sales Corporation ('Rainbow Ad Sales') so long as\nRainbow Ad Sales is under common 'control' (as defined in Section 1) with Bravo,\nprovided that Bravo shall guarantee all actions or inaction of Rainbow Ad Sales\nwhich result in a breach by Rainbow Ad Sales of any such obligations so\ndelegated. Advertising inventory on Controlled Websites shall be made available\nto the applicable Representative for sale hereunder in substantially the same\nmanner and formats that such inventory is made available to all other\nadvertising representatives for the Controlled Websites (including without\nlimitation, in-house advertising representatives).\n\n                                      44\n\n \n         (b)   In consideration of the services of each Representative, each\nRepresentative shall receive a commission of [****]. 'Net Advertising Revenue'\n                                                      -----------------------\nis defined as gross advertising revenue less applicable agency commissions\nreceived by the Party Controlling the Website in cash or barter (approved by the\nParty Controlling the Website in its sole discretion - the 'Advertising Party')\n                                                            ----------------- \nfrom sales of advertising made by such Representative pursuant to this\nAgreement; provided the Advertising Party may deduct from future commissions\namounts to reflect failure to pay invoices or provide bartered services. The\nAdvertising Party shall be responsible for invoicing all advertisers for which a\nRepresentative places advertising on Controlled Websites within ten (10) days\nafter the end of each calendar month. Each Advertising Party shall remit any\ncommissions payable hereunder to the applicable Representative within sixty (60)\ndays of the invoice date. Within ten (10) days after the end of each calendar\nmonth, the Advertising Party shall supply the applicable Representative with\ncopies of all invoices for sales of advertising made by such Representative.\n\n         (c)   Notwithstanding the termination or expiration of this Agreement,\neach of Bravo and Salon, as the case may be, shall continue to perform all\nadvertising contracts sold by the applicable Representative prior to such\ntermination or expiration and to pay all commissions due hereunder.\n\n         (d)   Each Representative shall provide to the Advertising Party a list\nof advertisers that such Representative proposes to solicit for the sale of\nadvertising on the other's on-line sites. The Advertising Party, in each case,\nmay, in its sole discretion, authorize the Representative to solicit any\nadvertiser on the list, or decline to authorize the Representative to solicit\nany advertiser on the list. Each Representative shall solicit only those\nadvertisers authorized by the Advertising Party. Each Representative shall\ncomply with the policies, directions and specifications governing the sale,\nsolicitation and\/or exhibition of advertising or promotional material on the\nWebsite Controlled by the Advertising Party, of which the applicable\nRepresentative has been advised in writing. The Advertising Party shall have the\nright to reject advertisements which fail to comply with any such policies and\ndirections. Each Representative shall not enter into any barter arrangements on\nbehalf of the Advertising Party without prior written notice of all material\nterms and the express written consent of the Advertising Party. The Advertising\nParty shall provide the applicable Representative with the rate card applicable\nto advertising sales on its Websites, and each Representative shall notify and\nobtain the prior approval of the applicable Party of any reductions from such\nrate card other than those which are immaterial in nature.\n\n         (e)   Each Representative shall have access to any advertising sales\nmaterials created by the other Party in connection with such Party's on-line\nsites, at such Party's cost of creating such materials. Any sales and marketing\nmaterials created or proposed for use by each Representative in connection with\nthe sale or marketing of advertising inventory hereunder shall be approved in\nadvance by the Advertising Party such approval not to be unreasonably withheld.\n\n6.       Term.\n         ----\n\n         (a)   Except as otherwise provided in this Section 6, the term of the\nobligations in Sections 1(a), (b), (d) and (e), (f)(i) and (f)(ii) and all\nobligations relating thereto (except as provided in Section 8(n)) shall commence\non the date hereof and shall continue through December 31, 2005 . The term may\nbe extended by mutual agreement of the Parties. The Term of the licenses in\nSection 1(c) and (f) shall commence on the date hereof and terminate upon\nDecember 31, 2009 unless extended as provided in the Stock Purchase Agreement of\neven date ('Promotional Period').\n            ------------------\n\n         (b)   Subject to applicable law, either Party may terminate this\nAgreement immediately if the other Party ceases to carry on business as a going\nconcern, makes a general assignment for the benefit of its creditors, or\nappoints a receiver or is a party to any proceeding under bankruptcy or\ninsolvency legislation.\n\n\n* Certain information in this page has been omitted and filed separately with \nthe Commission. Confidential treatment has been requested to the omitted \nportions.\n\n                                      45\n\n\n         (c)   Either Party may terminate this Agreement if the other Party is\nin material breach of any of its obligations and such default is not remedied\nwithin thirty (30) days of receipt of written notice thereof; provided that if\nthe breach is not a failure to pay money and is of such a nature that is cannot\nreasonably be cured within such thirty (30) day period, but it is curable and\nsuch Party in good faith begins efforts to cure it within such thirty (30) day\nperiod and continues diligently to do so, such Party shall have a reasonable\nadditional period not to exceed sixty (60) days from the notice thereafter to\neffect the cure.\n\n7.       Audits.\n         ------\n\n(a)      No more than once annually, either Party shall have the right to have\nan inspection and audit of the records of the other Party conducted by an\nindependent certified public accountant reasonable acceptable to the Party to be\naudited (the 'Auditor'), which inspection and audit shall be conducted upon\n              -------\nreasonable prior written notice, during regular business hours at the offices of\nsuch other party and in such a manner as not to interfere with its normal\nactivities. The Auditor will be required to sign a confidentiality agreement in\na form containing terms and conditions customarily found in such agreements. The\nParty requesting the audit shall be responsible for the fees and costs of the\nAuditor, unless a shortfall of greater than ten percent (10%) is discovered\nduring such audit, in which case the party audited shall bear the costs of the\naudit, in addition to paying the full amount of the shortfall in Revenue, and\nall interest due thereon as set forth in Section 7(b) below. All information\nreceived in connection with such audits, and the results thereof, will be deemed\nconfidential information subject to the terms of Section 8(g). Each Party shall\nmaintain these records for one year after the Term and such audit rights shall\nalso survive for such one year period.\n\n         (b)   Overdue accounts shall be charged interest on a monthly basis,\ncalculated at an annual rate of the lesser of twelve percent (12%) or the\nmaximum rate allowed by law.\n\n8.       Miscellaneous:\n         -------------\n\n         (a)   In no event shall this Agreement be construed to create any\nemployment, agency, partnership or joint venture relationship between the\nparties.\n\n         (b)   Except as otherwise provided in Section 5(a) hereof and except\nfor an assignment of this Agreement by either Party to a purchaser of all or\nsubstantially all of the business or assets of such Party, this Agreement shall\nnot be assigned by either Party in whole or in part without the written consent\nof the other, which consent shall not be unreasonably withheld or delayed. Any\nassignment in violation of the terms hereof shall be void ab initio and of no\nforce or effect.\n\n         (c)   This Agreement, together with the Registration Rights Agreement,\nthe Stock Purchase Agreement and the Production Agreement, dated the date\nhereof, between Salon and Bravo, set forth the entire agreement between the\nparties with respect to the subject matter hereof and supersede all prior\nunderstandings and agreements (whether written or oral) related hereto. This\nAgreement may not be modified, amended or waived except in a writing signed by\nboth parties.\n\n         (d)   Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2 OF THIS\n               ----------\nAGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR\nWARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT\nLIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR\nPURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.\n\n         (e)   This Agreement shall be governed by the laws of the State of New\nYork applicable to agreements entered into and wholly performed therein without\nregard to its choice of law provisions, and each Party hereby consents to the\njurisdiction of any state or federal court located in the State of New York.\n\n         (f)   In the event that Salon should determine to seek any recourse,\naction or claim against Bravo to which it may be entitled under or by reason of\nthis Agreement, Salon hereby agrees that any such recourse, action or claim\nshall extend only to Bravo and not to any of Bravo's partners.\n\n         (g)   (i)    Each Party acknowledges that the proprietary information\nof the other party which it knows or has reason to know is considered\nconfidential by the Disclosing Party ('Confidential Information') ('Discloser')\n                                       ------------------------\nand this Agreement is trade secret to, and constitutes confidential information\nof the Discloser. The receiving party ('Recipient') therefore agrees to maintain\n                                        ---------  \nsuch items secret and in\n\n                                      46\n\n \nconfidence for the Discloser, using no less than reasonable care, and shall not\ndisclose any of these items to any persons other than employees of Recipient\nwith a need to know, without the prior written consent of the Discloser.\nUnauthorized use or disclosure of Discloser's confidential information may cause\nirreparable harm to the Discloser, and the Recipient agrees that the Discloser\nshall have the right to seek injunctive relief to enforce the terms of this\nAgreement.\n\n               (ii)   The confidentiality and non-disclosure obligations of the\nParties set out in this Section 8(g) shall not apply to the extent of\nConfidential Information that either:\n\n                      (A)     Becomes lawfully available to the general public\nfrom a source other than by a breach of this Agreement;\n\n                      (B)     Is lawfully obtained by the Recipient from a third\nparty or parties unconnected with Recipient, as applicable, without breach of\nany confidentiality obligations;\n\n                      (C)     Is obtained by the obtaining party with the\nDiscloser's written approval; or\n\n                      (D)     Is disclosed under operation of the law or to\nestablish the rights of either Party under this Agreement, provided that that\n                                                           -------------\nParty obligated to make such disclosure gives the other Party prompt notice of\nsuch intended disclosure to allow such other Party to attempt to narrow or\nprevent such disclosure.\n\n         (h)   Each of Bravo and Salon shall run during each calendar quarter\nduring the Term hereof at least 250,000 impressions of advertisements for, and\nsupplied by, the other Party. An 'Impression' shall mean each request by a third\n                                  ----------\nparty to a web server on a Website Controlled by a Party which results in a\ndisplay of an advertisement relating to the other Party to the requesting party.\nSuch Impressions may be run on Bravotv.com or Salon.com (as the case may be),\nor, subject the prior approval of Bravo or Salon (as the case may be), such\napproval not to be unreasonably withheld, any other Controlled Website.\n\n         (i)   The parties shall consult with each other concerning the\npossibility of periodically developing joint on-line sites to support joint\neditorial or marketing campaigns.\n\n         (j)   Any and all notices or other information to be given by one of\nthe Parties to the other shall be deemed sufficiently given when forwarded by\ncertified mail (receipt requested), facsimile transmission or hand delivery to\nthe other Party at the following address:\n\nIf to Bravo:      Bravo Company\n                  1111 Stewart Avenue\n                  Bethpage, NY  11714\n                  Attn: President\n                  Fax No:____________________\n\n                  With a copy to:\n\n                  Rainbow Media Holdings, Inc.\n                  1111 Stewart Avenue\n                  Bethpage, NY 11714\n                  Attn: General Counsel\n                  Fax No: (516) 803-4824\n\nIf to Salon.com:\n\n                  Salon.com\n                  706 Mission Street\n                  2\/nd\/ Floor\n\n                                      47\n\n \n                  San Francisco, CA  94103\n                  Attn: Chief Financial Officer\n                  Fax No: (415) 882-8780\n\n                  With a copy to:\n\n                  Mark F. Radcliffe, Esq.\n                  Gray, Cary, Ware &amp; Freidenrich LLP\n                  400 Hamilton Avenue\n                  Palo Alto, CA 94301\n                  Fax No:  (650) 327-3699\n\nand such notices shall be deemed to have been received on the first business day\nfollowing the day of such facsimile transmission or hand delivery, or on the\nfifth business day following the day of such forwarding by certified mail. The\naddress of either Party may be changed at any time by giving ten (10) business\ndays' prior written notice to the other Party in accordance with the foregoing.\n\n         (k)   If any term of this Agreement is found to be invalid, illegal or\nunenforceable, in whole or in part, by a body of competent jurisdiction, that\nterm shall be deemed severed from this Agreement to the extent of such\ninvalidity, illegality or unenforceability, and such invalidity, illegality or\nunenforceability shall not affect the validity, legality or enforceability of\nany other term of the Agreement.\n\n         (l)   The failure of a Party to insist upon strict adherence to any\nterm of this Agreement on any occasion shall not be considered a waiver or\ndeprive that Party of the right hereafter to insist upon strict adherence to\nthat term or any other term of this Agreement.\n\n         (m)   Except for the obligation to make payments hereunder,\nnonperformance of either Party shall be excused to the extent that performance\nis rendered impossible by strike, fire, flood, governmental action, failure of\nsuppliers, earthquake, or any other reason where failure to perform is beyond\nthe reasonable control of the non-performing Party.\n\n         (n)   The following provisions shall survive termination of the\nAgreement: 1(f)(iii), 1(f)(iv), 4, 5(b), 5(c), 7 and 8.\n\nThe submission of this Agreement to Salon or its agent or attorney for review or\nsignature does not constitute an offer to Salon. This instrument shall have no\nbinding force or effect until its execution and unconditional delivery by both\nparties hereto. If you are in agreement with the foregoing, please sign in the\nspace provided below, whereupon this letter shall become a binding agreement\nbetween Bravo and Salon.\n\n                                                     Sincerely,\n\n                                                     BRAVO COMPANY\n\n\n                                                     By: \/s\/ Josh Sapan\n                                                     -----------------------\n                                                     Chief Executive Officer\n\nACCEPTED AND AGREED:\n\nSALON.COM\n\n\nBy: \/s\/ Michael O'Donnell\n   -----------------------\n   Chief Executive Officer\n\n                                      48\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6984,8749],"corporate_contracts_industries":[9468,9465],"corporate_contracts_types":[9613,9616],"class_list":["post-42966","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cablevision-systems-corp","corporate_contracts_companies-salon-media-group-inc","corporate_contracts_industries-media__other","corporate_contracts_industries-media__broadcasting","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\/42966","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=42966"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42966"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42966"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42966"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}