1
Exhibit 10.20
Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked by [****], have been
separately filed with the Commission.
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WEBTV NETWORKS, INC.
CONTENT AND SERVICES AGREEMENT
This Content and Services Agreement (the "Agreement") is between WebTV
Networks, Inc., with offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
("WNI") and N2K Inc., with offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ("Partner") and sets forth the principal terms and
objectives of the parties with respect to their agreement to feature
Partner's content within WNI's WebTV Network(TM) Internet service,
effective as of May 21, 1997.
THE OBJECTIVES
WNI and Partner agree that their mutual goal is to work in partnership to
integrate Partner's content into WNI's Internet service, such that both
parties realize benefits from such presentation and utilization of
Partner's content by WebTV Network users. It is agreed that by presenting
Partner's content in a uniquely useful and appealing way to WNI's
increasingly broad subscriber base, that Partner will incur increased
network traffic, presence and market appeal for its content and service
offerings. It is further agreed that Partner's content will augment both
the desirability and utility of the WebTV Network to its subscribers and
further broaden the appeal of WNI's WebTV(TM) product and services.
The parties, therefore, agree to the following terms, which support their
mutual goals and agreements, though it is recognized that due to the
newness of such endeavors and the evolving and increasingly competitive
nature of the Internet that, in the enactment of this partnership, both
parties will need to exert their best efforts in unanticipated ways to
bring about the success of this Agreement, such as being prepared to engage
in further discussion and negotiation of various emerging issues or
unexpected conditions that need to be resolved between the parties as time
passes and market assumptions are tested.
BASIC TERMS OF AGREEMENT
1. DEFINITIONS. All terms shall have the meanings normally associated with
such terms unless otherwise defined in Exhibit A. Partner's content
(hereinafter called "Partner Content") shall be described in detail within
this Exhibit.
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2. OBLIGATIONS OF THE PARTIES. The parties shall perform the following to
fulfill the terms and intent of this Agreement:
WNI shall
a. Provide development guidance to Partner, commencing with a
project manager to interface between WNI's various departmental
teams and Partner, including as needed technical support,
engineering contacts and information, marketing and product
planning information and other support necessary to enable
Partner to work and interface effectively with WNI.
b. Feature Partner Content on the WebTV Network in a position of
prominence based upon the mutual understandings described in
Exhibit B.
c. Provide information and feedback to Partner on its editorial
needs and requirements, including, when available, user testing
and/or survey results on the use of Partner Content by WNI
subscribers, user complaints or problems (if any), and
statistical information on usage and satisfaction levels of WNI
subscribers, when available.
d. Advance information on new tool features, capabilities or
technical developments that would have an impact on Partner
Content or on the format, structure, style or maintenance of
Partner Content on or for the WebTV Network.
Partner will
e. Create a customized, appealing Web page for the initial
presentation of the Partner Content within the WebTV Network
(called the "Entrance Page") which shall be specifically tailored
to the look and feel of the WebTV Network (using WNI's Style
Guidelines) so as to be easily interpreted by WNI subscribers and
identifiable as a WebTV Network feature.
f. Maintain its own standards of creative and editorial control over
Partner Content featured on the WebTV Network including the text
and/or graphic used to link from WebTV Network to Partner
Content.
g. Make Partner Content (including the Entrance Page) available to
WebTV Network subscribers and provide sufficient computing
performance to service the demand placed upon the Partner Content
by WNI subscribers at the same or greater levels of performance
provided by the WebTV Network as a whole.
3. GRANT OF RIGHTS. Subject to the terms and conditions of this Agreement,
Partner grants to WNI a nonexclusive worldwide right and license to (i)
copy, use, and distribute excerpts of the Partner Content excluding sound
recordings, sound samples, video samples, or other live or prerecorded
audio, video, or music programming for the purpose of marketing, promoting
and advertising the WebTV Network and (ii) distribute, display and perform
the Partner Content only on the WebTV Network. Other than as specifically
described in this Agreement, nothing else herein grants or shall be
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construed as granting to either party any licenses or other rights in, to
or under the Partner Content, the WebTV Network or WNI Software, or any
Intellectual Property Rights embodied therein.
4. REVENUE SHARING. WNI and Partner shall share revenue generated as a result
of WebTV Network traffic on Partner Content pages (as determined by usage
originating from the ▇▇▇▇▇.▇▇▇ domain). Revenue sharing shall be conducted
according to Exhibit C.
5. PROMOTIONS AND CO-MARKETING. The parties agree to the types of marketing
promotions and co-marketing opportunities as described in Exhibit D, as
well as the distribution, ownership and sharing of subscriber information
and statistical data described in Exhibit D.
6. UI OWNERSHIP AND EDITORIAL CONTROL. The parties will cooperate to insure
that the user interface will be of the highest quality in terms of style,
graphics and functionality. Both parties shall retain ownership, and
control use of their respective marks, copyrights logos, look-and-feel, and
any other proprietary materials and content, except that the parties agree
that any unique look-and-feel developed for use with the WebTV Network, as
identified and agreed by the parties, and therefore identifiable with the
WebTV Network shall be used exclusively for WNI. In addition, the parties
agree that Partner shall maintain creative and editorial control over
Partner Content featured on the WebTV Network and shall use its best
efforts to ensure that all Content is of the highest quality and
appropriateness for the WebTV Network, except that WNI shall have the right
to object to materials which it deems inappropriate or objectionable (see
"Objectionable Material" in the Definitions (Exhibit A) and in Featuring of
Content (Exhibit B)), whereupon Partner agrees that such materials may be
blocked, at WNI's expense, from viewing over the WebTV Network (if another
solution cannot be agreed to).
7. CUSTOMER SUPPORT. Partner shall provide WNI with the following support
services (the "Primary Support") within thirty (30) days after the
execution of this Agreement, so that WNI may provide WebTV users with the
necessary customer support (the "Secondary Support") for Partner Content:
i.) Answers to the most frequently asked questions (FAQs) and periodic
updates as necessary; ii.) Direct basic training of WNI customer support
personnel with respect to the Partner Content; iii). A 24-hour,
7-day-a-week live Partner support contact who shall be available to answer
all reasonable questions and address problems regarding the operation of
the Partner Content and iv.) Forward to a URL specified by WNI on an
ongoing basis all specific support and feedback-related e-mails from WebTV
users to Partner. In the event that the Partner Content exceeds WNI's
service capacity (approximately 25 calls per day or calls exceeding 20
minutes), WNI shall provide written notice to Partner of this problem and
the two parties shall work together to resolve the problem within 48 hours.
If the problem cannot be resolved within 48 hours, WNI reserves the right
to remove Partner Content from the WebTV Network until the problem has been
fixed.
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8. TECHNICAL STANDARDS. The parties shall abide by the technical standards for
response-time service, downtime, redundancy and failure procedures as
enumerated in Exhibit E.
9. CONFIDENTIALITY. The parties shall abide by the terms of the Non-Disclosure
Agreement previously entered into between the parties on January 10, 1997.
10. INDEMNIFICATION AND LIMITS ON LIABILITY.
a. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
IN THIS AGREEMENT WNI MAKES NO WARRANTIES, WHETHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE WNI SOFTWARE OR WEBTV NETWORK,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS.
b. INDEMNIFICATION. Partner agrees to hold harmless, indemnify and
defend WNI, its officers, directors and employees, and its OEM's
from and against any losses, damages, fines, product liability,
transactions by Partner over WebTV Network including, but not
limited to, sales of products or services by Partner or third
parties for Partner, and expenses (including attorneys fees and
costs) arising out of or relating to any claims that the Partner
Content is false, libelous, defamatory, obscene, invades privacy,
or infringes any third party Intellectual Property Rights.
c. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL
OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT
LIMITATION LOST REVENUES OR PROFITS, WHETHER SUCH LIABILITY IS
ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION,
THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS
AGREEMENT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR
OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN WARNED OF THE
POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE.
11. TERM. The term of the Agreement will be for 12 months from the date Partner
Content is featured on the WebTV Network, which term shall be subject to
termination if either party fails to perform its obligations under this
Agreement or fails to cooperate to mutually accomplish the goals of this
Agreement. Such right to terminate this Agreement may be effected by either
party with written notice to the other, providing a description of the
failure to perform with a request for a cure within thirty (30) days, if
such failure is of a material obligation, or with a request for a cure
within sixty (60) days, if such failure is of a non-material obligation.
The failure to remedy the default within the specified period will result
in the termination of this Agreement.
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12. GENERAL PROVISIONS.
a. NOTICES. Unless otherwise provided in this Agreement, all
notices, required under this Agreement shall be in writing and
shall be effective for all purposes upon receipt. Notices shall
be sent to:
WebTV Networks, Inc. N2K, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Att: Legal Department Att: ▇.▇. ▇▇▇▇▇
b. INDEPENDENT CONTRACTORS. In the course of performing under this
Agreement, each of the parties will operate as, and have the
status of, an independent contractor and will not act as or be an
agent, co-venturer, employee or fiduciary of the other party.
c. ASSIGNMENT. Partner shall not transfer or assign any rights or
delegate any obligations under this Agreement (whether
voluntarily or by operation of law) without the prior written
consent of WNI. WNI shall have the right to transfer this
Agreement, and assign all of its rights and delegate all of its
obligations hereunder, to any Affiliate, and to any successor.
d. SEVERABILITY. If any provision of this Agreement or portion
thereof is determined by a court of competent jurisdiction to be
invalid, illegal or otherwise unenforceable, then such provision
will, to the extent permitted by the court not be voided but will
instead be construed to give effect to its intent to the maximum
extent permissible under applicable law and the remainder of this
Agreement will remain in full force and effect according to its
terms.
e. EXPORT CONTROL. Each party shall be responsible for insuring that
it complies with all laws and regulations of the United States
government relating to the export from the United States of
content, technical information or technical data or products made
using technical information or technical data or products
received from the other party under this Agreement.
f. GOVERNING LAW. This Agreement shall be governed by and construed
under, and in accordance with, the laws of the State of
California. The parties hereby submit to the personal
jurisdiction of, and agree that any legal proceeding with respect
to or arising under this Agreement shall be brought in, the
United States District Court for the Northern District of
California or the state courts of the State of California for the
County of Santa ▇▇▇▇▇.
g. ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Agreement (including
exhibits and schedules and the referenced Non-Disclosure
Agreement) constitutes the entire Agreement of the parties
concerning its subject matter and supersedes any
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and all prior or contemporaneous, written or oral negotiations,
correspondence, understandings and Agreements respecting the
subject matter of this Agreement.
h. FORCE MAJEURE. Neither party shall be liable to fulfill its
obligations under this Agreement, or for delays in performance,
due to causes beyond its reasonable control including but not
limited to acts of God, acts of omissions of civil or military
authority, fires, strikes, floods, epidemics, riots, acts of war.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date last written below:
On behalf of On behalf of
WebTV Networks, Inc. Partner
By: /s/ Zara Haimo By: /s/ ▇▇ ▇▇▇▇▇
------------------------------ -------------------------
Name: Zara Haimo Name:▇▇ ▇▇▇▇▇
-------------------------
Title: VP Content & Service Title:SUP/GM
WebTV Networks, Inc. -------------------------
Date:5/21/97 Date:5/21/97
------------------------------ -------------------------
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WEBTV NETWORKS, INC.
CONTENT AND SERVICES AGREEMENT
EXHIBIT A
DEFINITIONS
Except as defined below or as defined above within the body of the Agreement,
all terms have their ordinary and regular meanings within the context of
this Agreement.
PARTNER CONTENT. The content provided by Partner shall be its own proprietary
content as is specifically described and delineated below:
Partner's Music Boulevard online music store, Rocktropolis, Jazz Central
Station, Classical Insites, Stones World, The Official ▇▇▇▇▇ ▇▇▇▇▇ Web
Site, and other content created by Partner.
OBJECTIONABLE MATERIALS. Objectionable materials will include any Partner
Content that is: a) factually inaccurate, misleading, deceptive, not
containing the most up-to-date version of such content which is available
from the Partner, or is otherwise inappropriate for WNI's target market as
determined exclusively by WNI; b) which infringes or may be perceived as
infringing any intellectual property rights; c) which may be deemed to be
libelous, defamatory, obscene or pornographic or which may violate other
civil or criminal laws; including those regulating the use and distribution
of content on the Internet and protection of personal privacy; d) which, if
deemed objectionable for any reason for children by WNI and cannot be
presented or utilized in such a way which allows access to such materials
strictly to adult users of the WebTV Network; or e) which, upon
presentation, generates complaints from WebTV Network subscribers such that
WNI regards the continuing presentation of such content to be contrary to
the overall goals of the WebTV Network.
OTHER TERMS. Not Applicable
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WEBTV NETWORKS, INC.
CONTENT AND SERVICES AGREEMENT
EXHIBIT B
FEATURING OF CONTENT
1. FEATURING OF PARTNER CONTENT ON THE WEBTV NETWORK. WNI shall feature the
Partner Content within the WebTV Network in such a way as to provide ready
access to such content by WebTV Network subscribers. Such access (which
shall be initiated through the Partner's Entrance Page) shall point to
Partner's Content for Term of the Agreement.
2. CO-BRANDING. Any co-branded pages as defined pursuant to paragraph 2 e. of
this Agreement, including Partner's Entrance Page, shall have the WebTV
logo according to WNI's branding guidelines.
3. FEATURED POSITION. WNI shall provide a link to the Partner's Entrance Page
within the WebTV Network which puts Partner Content in a position of
prominence. Access to Partner Content, however, shall remain within WNI's
sole discretion. In the event of substantive changes in the character,
quality or partnership performance of Partner, WNI may remove the link to
Partner Content based on the notification period agreed to in this
Agreement for removal of the Partner Content, should the issues remain
unresolved by the parties. Further, WNI will explore additional
opportunities to feature Partner Content on the WebTV Network.
4. OBJECTIONABLE MATERIAL. Partner shall ensure that Partner Content is
accurate to reasonable standards, does not infringe third party
Intellectual Property Rights, and is of high quality. At WNI's request,
Partner shall provide support for one or more "KidSafe" access technologies
selected and used by WNI. In addition, if WNI finds Partner Content
objectionable, WNI shall forward a written explanation of its objection(s)
to Partner. Partner shall review the objection(s) within 24 hours and work
with WNI to determine a mutually agreeable solution to resolve the
objection(s). WNI reserves the right, to be exercised in its sole
discretion, to disconnect the Partner Content if, after 48 hours the
parties do not reach a mutually agreeable solution. In all cases, Partner
shall comply with all applicable laws and regulations governing the use and
distribution of content on the Internet or World Wide Web.
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WEBTV NETWORKS, INC.
CONTENT AND SERVICES AGREEMENT
EXHIBIT C
REVENUE SHARING TERMS
Revenue sharing between the parties will be provided as follows:
1. TYPES OF REVENUE INCLUDED. The categories of revenue generated by this
Agreement to be included for revenue sharing shall include:
Advertising revenue, premium service revenue (including but not
limited to periodic pay-per-view, pay-per-play, or loyalty type
programs), and transaction revenue (including but not limited to
revenues from merchandising products/services, other promotions, and
follow-on transactions)
2. PERCENTAGE SPLITS. The parties shall receive the following percentages of
the Partner realized revenue generated as a result of WebTV Network
subscribers visiting Partner Content, calculated after the deduction of the
costs (listed in part 3 of this Exhibit C) on a monthly basis as follows:
Type of Revenue Stream Partner % Share WNI % Share
Advertising revenue [****] [****]
During the first ninety (90) days, following execution of this Agreement,
Partner shall receive all advertising revenue generated as a result of
WebTV Network subscribers visiting Partner Content. Thereafter, the revenue
generated shall be split as described in Section 2 of Exhibit C.
The percentage splits for premium service revenue and transaction revenue
shall be adhere the following schedule:
(a) Partner will pay to WNI a royalty of [****] of the selling price
of Music Boulevard music products, such as, but not limited to, CDs,
tapes, and records, sold by Partner to WebTV Network subscribers who
have linked from the WebTV Network prior to making a purchase
(excluding shipping, handling, database processing fees, and credit
card validation fees). In the event Partner offers WebTV Network
subscribers multiple payment methods for purchases of
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Partner products, Partner agrees to evaluate ways to differentiate
purchases made by WebTV Network subscribers from all other purchases.
(b) For all other items sold by Partner in Music Boulevard through the
WebTV Network and not covered in paragraph (a) above such as but not
limited to videos, apparel, memorabilia, and event tickets, Partner
will pay to WNI [****] of the net profits of these items. For purposes
of this agreement, net profit is defined as the selling price of the
item (excluding charges to customers such as shipping, handling,
database processing fees, credit card validation fees, pick and
packaging fees, and database and music licensing fees) minus the
wholesale cost Partner paid for the item. In the event Partner offers
WebTV Network subscribers multiple payment methods for purchases of
Partner products, Partner agrees to evaluate ways to differentiate
purchases made by WebTV Network subscribers from all other purchases.
WNI and Partner shall each receive an annual statement of revenues, the
calculation of the percentages, payments made and a verification of
accuracy from an officer of the other party regarding the revenue share
payments and report. Either party may elect to perform an audit of such
revenue sharing calculations at its own expense, which audit costs shall be
borne by the other party, should the originating party's payments differ by
more than [****] of the audited result.
3. DEDUCTIBLE COSTS. The following costs shall be netted out of the gross
advertising revenues received by either party for Partner Content revenue
sharing purposes:
Any applicable sales, use value-added or withholding taxes, export
duties or similar charges to be paid or withheld by Partner. In
addition, and in no event to exceed [****], advertisement barter
revenues and amounts allocable to any credits or refunds, (including
but not limited to amounts credited for bad debts or fraud), any
direct cost of collection, any internal or external sales commissions,
any third-party agency fees, and any license fees or royalties paid by
Partner in connection with delivering advertising.
4. PAYMENTS. Partner shall provide WNI with a written statement setting forth
the gross advertising revenue received during each calendar quarter within
thirty (30) days of the last day of such quarter, and shall pay WNI its
share of the gross advertising revenue at such time. All payments shall be
mailed to WNI at the address set forth above, attention Finance Department.
Collection of advertising receivables shall remain the sole responsibility
of Partner. Late payments shall be charged interest at a rate of [****] per
month, or the maximum rate allowed by law, whichever is less.
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5. SALE OF ADVERTISING INVENTORY. Partner will use the same reasonable
commercial efforts to sell advertising on Partner Content web sites that
are accessed through the WebTV Network that Partner uses to sell
advertising on Partner's web sites not on the WebTV Network.
6. TRANSACTIONS. Partner will be solely responsible for all aspects of
transactions made by WebTV Network users including, but not limited to,
merchandising, fulfillment, warranties, and customer service.
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WEBTV NETWORKS, INC.
CONTENT AND SERVICES AGREEMENT
EXHIBIT D
PROMOTIONS AND USE OF DATA
1. PROMOTIONS/CO-MARKETING. The parties agree to the following types and
schedules of marketing promotions and co-marketing opportunities:
a. On-line promotions of Partner Content on the WebTV Network.
b. On-line promotions of the WebTV Network on Partner Content.
c. A public announcement by the parties regarding the establishment of
this relationship, subject to the approval of the respective parties.
d. Both parties agree to make reasonable commercial efforts to include
the other party in promotions. Promotions may include without
limitation demonstrations of the Partner Content and the WebTV Network
at trade shows, in marketing brochures, on television and in print
advertising campaigns. Such promotions may include without limitation
screen shots displaying WNI or Partner logo, and/or screen shots of
Partner Content displayed on the WebTV Network.
2. INDIVIDUAL USER DATA AND USAGE.
a. OWNERSHIP. Any individual user data previously owned by WNI or Partner
will remain the property of that party. No rights or interests of any
nature in or to such data are transferred or granted hereunder,
however, any information directly gathered by Partner on WebTV Network
users shall be co-owned by WNI. Partner shall share any and all
information gathered on WebTV Network users to WNI upon WNI's request.
b. STATISTICAL INFORMATION. WNI and Partner agree to share, via secure
electronic transfer, (i) from WNI, such aggregated statistical
information, taking into account privacy issues, regarding the
breakdown of WebTV Network users who access the Partner Content web
site and (ii) from Partner such information regarding traffic and
usage patterns of the Partner Content Web site. Partner shall provide
information to WNI regarding WebTV Network subscriber usage
statistically as well as specific subscriber feedback of the Partner
Content when available.
c. DISTRIBUTION. In order to ensure the high-quality delivery of the
Partner Content, Partner further agrees that WNI and its network
service providers may cache the Partner Content on WNI's servers and
consents to such caching. WNI will either provide Partner with
information regarding the number of ad impressions and click-throughs
or WNI will allow Partner to gather this information directly.
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d. PROHIBITED USAGE. Partner may not use, sell nor distribute to any
third party any specific information about WebTV Network users without
the express prior written consent of WNI. WNI may not use, sell nor
distribute to any third party any specific information collected and
provided by Partner to WNI about WebTV Network users' interaction with
Partner Content without the express written consent of Partner.
Partner may not directly solicit individual WebTV Network users
without the express written consent of the WebTV Network user.
Aggregated statistical information about WebTV Network users is to be
considered Confidential Information of WNI under the Non-Disclosure
Agreement previously signed by the parties and as such may not be
used, sold or distributed to other parties by Partner, except as an
indistinguishable part of aggregated statistical information about the
Partner Web site's overall user base. Partner may not direct market
products or services or allow any third party to direct market
products or services to WebTV Network users without the express
written consent of WNI which shall not be unreasonably withheld. WNI
maintains the right to change its policies regarding privacy issues
for its users and the sharing of WebTV Network user information with
Partner. Any such changes shall remain in conformance with industry
standards for privacy on the Internet.
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WEBTV NETWORKS, INC.
CONTENT AND SERVICES AGREEMENT
EXHIBIT E
TECHNICAL PERFORMANCE STANDARDS
The following performance standards will be upheld for the term of the
Agreement.
1. EQUIPMENT. Partner will host the Partner Content on the Partner Web site.
The Partner Web site, and the software, hardware, server IP address(es),
domain name(s), communications links and all other equipment used in
connection with the Partner Web site, shall be operated, maintained,
provided, obtained and supported, as the case may be, by Partner, with the
possible exception of an Entrance Page that, at WNI's discretion, would be
hosted on the WebTV Network.
2. ESCALATION PROCEDURES. The parties mutually agree to meet the highest level
of technical performance standards. The parties shall provide each other
with a technical contact person including name and telephone number for 24
hours a day, seven days a week availability. In addition, if WNI finds
Partner Content is not meeting the appropriate level of technical
performance, WNI shall forward a written explanation of the technical
performance issue(s) to Partner. Partner shall review the technical
performance issue(s) within 24 hours and work with WNI to determine a
mutually agreeable solution to resolve the technical performance issue(s).
WNI reserves the right, to be exercised in its sole discretion, to
disconnect Partner Content if, after 48 hours the parties do not reach a
mutually agreeable solution.
3. NOTIFICATION OF MODIFICATIONS.
a. PARTNER MODIFICATIONS. If Partner desires to modify the general
subject matter or the technical specifications of the Partner Content
in any material respect, Partner shall notify WNI at least thirty (30)
days prior to implementing such a modification. If, after the
modification of the Partner Content, the original description or the
technical characteristics of the Partner Content is no longer accurate
or does not meet the Technical Performance Standards, WNI may
thereafter, at its option (i) remove the Partner Content from the
WebTV Network until the Partner Content conforms to such description;
or (ii) terminate this Agreement upon notice to Partner.
b. WNI MODIFICATIONS. If WNI intends to modify the technical
characteristics of the WebTV Network, WNI shall notify Partner at
least thirty (30) days prior to such modification of the Partner
Content, if feasible under the circumstances. Partner shall use
commercially reasonable efforts to conform the Partner Content to such
modified technical characteristics within thirty (30) days from its
receipt of such notice.
