Beyoxx xxx, xxth its principal place of business at 1195 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Xo-Host"). The Effective Date of this Agreement (herein called the "Effective Date") is September 21, 1998.
Beyoxx xxx xxxll promptly provide Yahoo all URLS, URL formats (as applicable, content, and other materials necessary for Yahoo to provide the [*]. All content and material contained in the [*] are subject to Yahoo's approval and must comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, consumer protection laws and rules and regulations governing product claims, truth in labeling, and false advertising.
Beyoxx xxx, xx its own expense, will indemnify, defend and hold harmless Yahoo and its employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against Yahoo based on or arising from a claim any Beyoxx.xxx xxxdemark, service mark xx other Beyoxx.xxx xxxnd feature, any material, product or service produced, distributed, offered or provided by Beyoxx.xxx, xx any material presented on the Beyoxx.xxx Xxxe, infringes in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, is or contains any material or information that is 9 obscene, defamatory, libelous, slanderous, or that violates any law or regulation, or that otherwise violates any rights of any person or entity, including, without limitation, rights of publicity, privacy or personality, or has otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any third party; provided, however, that in any such case: (x) Yahoo provides Beyoxx.xxx with prompt notice of any such claim; (y) Yahoo permits Beyoxx.xxx xx assume and control the defense of such action upon Beyoxx.xxx'x xritten notice to Yahoo of its intention to indemnify; and (z) upon Beyoxx.xxx'x xritten request, and at no expense to Yahoo, Yahoo will provide to Beyoxx.xxx xxx available information and assistance necessary for Beyoxx.xxx xx defend such claim. Beyoxx.xxx xxxl not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to Yahoo, without Yahoo's prior written consent, which shall not unreasonably be withheld. Beyoxx.xxx xxxl pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Yahoo in connection with or arising from any such claim, suit, action or proceeding.
Beyoxx xxx xxxees that it will maintain insurance with a carrier that is reasonably acceptable by Yahoo and with coverage for commercial general liability errors and omissions of at least one million dollars per occurrence.
Beyoxx xxx xxxl be responsible for installing Enterprise Download Manager servers throughout the IRS for the electronic deployment of Microsoft updates and upgrades. These servers will be set up free of charge (IRS is responsible for supplying the hardware).
Beyoxx xxx xxxees to record the data corresponding to all downloading by the IRS, so that the Parties can track the IRS's actual software usage.
Beyoxx xxx xxxees to set up ITC/Beyoxx.xxx xx-branded web pages to merchandise the non-enterprise Microsoft Contract Line Items (CLINS) to the IRS. This co-branded store will be linked off of the ITC web site for the life of this Agreement.
Beyoxx xxx xx responsible for receiving and handling all web based credit card transactions for the Non-Enterprise Additional Products that the IRS purchases under this Agreement.
Beyoxx xxx xxxl be responsible for, and bear the costs of, any physical shipments of Microsoft media that is required under the terms of the IRS agreement.
Beyoxx xxx xx responsible for reporting all of its GSA schedule sales under this agreement to GSA and paying GSA the Beyoxx.xxx 0% Industrial Funding Fee.
