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EXHIBIT 10.45
STORYSERVER(TM) SOFTWARE SCHEDULE
LICENSE SCHEDULE. This Schedule supplements and amends the Corporate Master
Agreement or the End User License Agreement, as applicable (the "Agreement"),
by and between Vignette Corporation ("Vignette") and the party identified
below ("Client") to license the Software and purchase the services specified
herein and to incorporate the additional terms set forth below. If the parties
have not entered into a Corporate Master Agreement, the terms of Vignette's
standard End User License Agreement shall apply to the license below. All of
the terms and conditions of the relevant Agreement shall continue in full force
and effect except as supplemented and/or amended by the terms of this Schedule.
Client: Digital Entertainment Network, Inc.
Shipping Address:
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 310-998-9200
Billing Address:
Same
1. LICENSES PURCHASED:
By executing this License Schedule, Client agrees to purchase and pay for the
following licenses:
Product Product Code Product Description Fee Qty. Total
------- ------------ ------------------- ---- ---- -----
[*] [*] Fee for use of one copy of [*] [*] [*] [*]
[*] software with a [*] server
Server License
[*] [*] Fee for use of one copy of [*] [*] [*] [*]
[*] [*] software for [*] does not depend
Server License on type of hardware used.
[*] [*] License allows serving of up to [*] [*] [*]
License [*] [*] in a calendar day.
[*] [*] Allows [*] to use the [*] functions [*] [*] [*]
[*]
License
LICENSE FEE SUBTOTAL: [*]
DISCOUNT* [*]
DISCOUNT: [*] [*]
TOTAL LICENSE FEES DUE UNDER THIS SCHEDULE: [*]
*In consideration of this discount, Client agrees to reduce the number of
[*] permitted under the [*] License listed above to [*] instead of the
listed [*].
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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2. SERVICES PURCHASED.
By executing this License Schedule, Client agrees to purchase the services
listed below:
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PRODUCT PRODUCT CODE PRODUCT DESCRIPTION FEE QTY TOTAL
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UPDATES AND [*] Includes web-based electronic [*] of list [*] [*]
WEB-BASED technical support and all product price
SUPPORT* Updates for one year from date of
delivery of Software.
PHONE SUPPORT* [*] Allows one named user telephone- [*] [*] [*]
based support for the licenses
purchased under this Schedule, Monday
through Friday, [*] hours per day.
Requires SS-SM to be purchased as
well.
TRAINING [*] Developing StoryServer Software [*] [*] [*]
Content Delivery Applications -- per
person -- 2 days
TRAINING [*] Developing StoryServer Software [*] [*] [*]
Content Management Applications --
per person -- 2 days
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MAINTENANCE AND OTHER FEES DUE UNDER THIS SCHEDULE [*]
Annual Maintenance fees are equal to [*] of the then-current list price for all
licenses listed above.
TOTAL FEES DUE UNDER THIS SCHEDULE: [*]
3. Functional Area Restrictions. The Software is comprised of three primary
functional areas: [*]. Each functional area is separately licensed by [*], and
Client may use only the functionality that Client has specifically licensed and
for which Client has paid the license fees as agreed.
a. [*] License. A [*] is a server used to [*]. A [*] License grants
Client the right to use the Software in [*] only to [*] based on the Software's
templates and content wholly controlled by Client to be published through
Client's [*] Server for one or more Internet, intranet or extranet sites wholly
owned and controlled by Client. A [*] License does not grant Client the right to
use the Software for [*] and/or [*] or to use the other functions of the
Software.
b. [*] License. A [*] Server is a server that is not used to [*], but is
used for [*] purposes. A [*] Server License grant Client the right to use the
Software only to [*] based on the Software's templates and content wholly
controlled by Client. However, the [*] License does not grant Client the right
to [*] through Client's [*] for any Internet, intranet or extranet sites. In
addition, in order to use the features and functions of the [*] license, Client
must purchase a [*].
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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c. [*] License. A [*] License grants Client the right to permit the
maximum number of authorized users specified on the applicable Schedule to
create or modify templates for use with the Software. This license does not
permit Client to use any functions of the Software other than the [*] functions.
4. Server Type Restrictions. The Software also is licensed by server type. If
the price schedule above specifies a particular server type (Entry Level,
Departmental or Enterprise), Client is restricted to using the Software on the
server types specified, as they are defined in [*] then-current Server Type List
(available on request).
5. Page View Restrictions:
a. The Software also is licensed with Page View restrictions. If Page
View limits are included in the license terms specified above, Client may use
the relevant license(s) only within the bounds of the Page Views specified (the
Allowable Page Views) for such license. The license granted allows serving of up
to the Allowable Page Views per day across all servers on which a copy of [*]
software licensed with a page view restriction is installed. The highest number
of page views purchased with this or any prior or subsequent license will govern
all licenses purchased with Page View restrictions.
b. Client shall monitor its Page Views on each of its servers each
calendar day. If Client exceeds the specified Page Views for all [*]
software-served sites, Client shall notify Vignette of such fact in writing
within 10 calendar days. By exceeding the Allowable Page Views in any defined
time limit for any particular license. Client shall, as of the date such
Allowable Page Views were exceeded, be deemed to have purchased a Page View
License Extension for such license and shall be obligated to pay for such Page
View License Extension. (A Page View License Extension is a license to serve the
number of Allowable Page Views for the appropriate increment of Allowable Page
Views specified above.) Unless otherwise specified, such purchase of a Page View
License Extension shall be at Vignette's then-current list price for such
License Extensions.
c. A "Page View" is defined as a Request (via HTTP GET, HTTP POST or
successor methods) for an Object of mime-type text or html. A "Request" is a
message sent over TCP/IP using the HTTP (or successor) protocol to ask for
delivery of an Object from a web server. An "Object" is any element on a web
server's file system that can be Requested.
6. Unless otherwise specified, terms defined in this Schedule apply
throughout this Agreement. All applicable license terms and restrictions
specified above are cumulative and apply to all applicable licenses purchased
pursuant to this Schedule unless otherwise specified. If a fixed fee for
Maintenance is specified above, Vignette may raise such fixed fee by no more
than [*] per year for the duration of Maintenance service. Client shall have
the right to discontinue all or part of the Maintenance service after the
initial one-year term.
7. Client shall place the Vignette "Powered by Vignette" or similar type of
logo ("Logo") and hot link provided by Vignette in the credits section of
relevant video streams or technology partner page or page(s), the size,
placement and prominence of which shall be negotiated in good faith within 90
days of execution of this Schedule and shall be subject to the trademark
license terms contained in the Corporate Master Agreement to be negotiated
between the parties.
8. Other Special Terms and Conditions:
a. The pricing and other consideration reflected in this Schedule are
contingent upon Client's execution of this Schedule by 6:00pm Central Time on
March 22, 1999.
b. Client agrees to participate in preparing and releasing a joint press
release with ▇▇▇▇▇▇▇▇ describing Client's decision to use the Software within
30 days after execution of this Schedule. Client further agrees to participate
in preparing and releasing a joint press
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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release with Vignette describing Client's use and application of the
Software within 15 days after the "live" launch of major portions of
Client's Internet, intranet and extranet sites for which the Software
is used. Neither party shall issue a release or make a public
statement regarding the foregoing until an initial press release is
mutually approved.
c. Vignette shall invoice Client for the fees and other charges due
hereunder 30 days after execution of this Schedule. Client shall pay
all fees and other charges due under this Schedule within 30 days
after receipt of Vignette's applicable invoice.
d. Vignette and Client agree to negotiate in good faith the terms of a
Corporate Master Agreement.
Agreed to by:
VIGNETTE CORPORATION CLIENT
By [Signature Illegible] By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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(Signature) (Signature)
▇▇▇▇ ▇. ▇▇▇▇▇
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(Name Typed or Printed) (Name Typed or Printed)
General Counsel
Legal Counsel Executive VP Operations
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(Title) (Title)
3/22/99 3/21/99
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(Date) (Date)
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