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Exhibit 10.26
CONTENT DISTRIBUTION AGREEMENT
THIS CONTENT DISTRIBUTION AGREEMENT is between DOW ▇▇▇▇▇ & COMPANY, INC., a
Delaware corporation ("Dow ▇▇▇▇▇") and the undersigned corporation, partnership
or other legal entity ("Distributor").
Distributor owns and operates the electronic service defined in Exhibit A (the
"Distributor Service"). Distributor wants to obtain from Dow ▇▇▇▇▇ the right to
receive the content defined in Exhibit B (the "Dow ▇▇▇▇▇ Information") via the
delivery methods defined in Exhibit C (the "Delivery Methods") and make
available the Dow ▇▇▇▇▇ Information to users who have access to a certain
restricted area in the Distributor Service, all on the terms and conditions set
forth below.
1. GRANT OF RIGHTS; RESTRICTIONS.
(a) ACCESS TO DOW ▇▇▇▇▇ INFORMATION. Dow ▇▇▇▇▇ hereby grants to
Distributor, subject to the terms and conditions contained in this Agreement, a
limited, non-exclusive, nontransferable right to: (i) receive via the Delivery
Methods the Dow ▇▇▇▇▇ Information; (ii) store only the most recent transmission
of the Dow ▇▇▇▇▇ Information on one host computer owned and operated by
Distributor located within the United States (the "Distributor Host Computer");
and (iii) distribute and display the Dow ▇▇▇▇▇ Information solely to "Registered
Users" (as defined in Section l(b)(I)), solely by means of the Distributor
Service and solely by means of the distribution methods defined in Exhibit A
(the "Authorized Distribution Methods"). No provision of this Agreement shall be
deemed to restrict or limit Dow ▇▇▇▇▇' right to market, sell, distribute,
display or otherwise provide access to the Dow ▇▇▇▇▇ Information directly or
indirectly anywhere in the world, or enter into contracts, grant licenses or
make arrangements with any other party to market, sell, distribute, display or
otherwise provide access to the Dow ▇▇▇▇▇ Information anywhere in the world.
Distributor shall not sublicense or otherwise transfer or assign any right
granted in Section I (a) to any other person or entity.
(b) REGISTERED USERS.
(i) "Registered User" shall mean an individual who (A)
provides at least his or her first and last name and email address to
Distributor, (B) becomes legally bound by Distributor's online member agreement
and (C) has access via the Restricted Area of the Distributor Service to any
portion of the Dow ▇▇▇▇▇ Information. Distributor shall not permit any
corporation, partnership or other type of legal entity, other than an
individual, to become a Registered User and receive access to any Dow ▇▇▇▇▇
Information, without Dow ▇▇▇▇▇' prior written consent.
(ii) Distributor shall cause each Registered User to be
legally bound by its online member agreement, a copy of which is attached to
this Agreement as Exhibit D (the "Member Agreement"). Distributor shall not
amend the Member Agreement in any way that is
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unfavorable to Dow ▇▇▇▇▇.
(iii) Distributor shall not post the Dow ▇▇▇▇▇ Information in
any "public" or "free" area, or area accessible without a password, on the World
Wide Web.
(c) ADDITIONAL LICENSE RESTRICTIONS.
(i) Distributor shall not distribute the Dow ▇▇▇▇▇ Information
to any third party other than a Registered User or distribute the Dow ▇▇▇▇▇
Information through any means other than through the Restricted Area of the
Distributor Service and the Authorized Distribution methods. Distributor shall
not make the Dow ▇▇▇▇▇ information available through third parties by
incorporating or "bundling" the Distributor Service as one information source or
service of many available through third-party front-end software or a
third-party, electronic information service or Internet site. Distributor shall
not permit Registered Users to access the Dow ▇▇▇▇▇ Information via any
interactive online or electronic information service other than the Distributor
Service. Distributor shall not actively engage in or authorize making any, of
the Dow ▇▇▇▇▇ Information available: (a) as part of a "co-branded" or "private
label" web site, web service, or Internet access service, or as part of a
"channel" through a software or Internet service. or similar arrangements or
relationships that offer or provide access to Dow ▇▇▇▇▇ Information from or
through other web sites, web services, or Internet access services; or (b) as
part of the Distributor Service when "framed" and displaced as part of another
web site or web service.
(ii) Distributor shall not allow the Dow ▇▇▇▇▇ Information to
be indexed by Web search engines or any search engine that is not integrated
into the Distributor Service.
(iii) Distributor shall not grant any site or enterprise
licenses to receive access to Dow ▇▇▇▇▇ Information, without Dow ▇▇▇▇▇' prior
written consent.
(iv) All rights not expressly granted to Distributor herein
shall be retained by Dow ▇▇▇▇▇.
2. DELIVERY OF DOW ▇▇▇▇▇ INFORMATION.
(a) DELIVERY AND INSTALLATION. Distributor shall acquire, install,
operate and maintain at its expense all communications lines, equipment,
software, services and related technology necessary to receive the Dow ▇▇▇▇▇
Information via the Delivery Method. Distributor also shall be responsible for,
and shall pay for, any development work, software or hardware relating to the
setup and integration of the Dow ▇▇▇▇▇ Information as part of the Distributor
Service.
(b) LIMITATIONS ON USE. Except as specifically provided herein,
Distributor shall not use, store, manipulate, distribute or otherwise make
available, and shall use reasonable commercial efforts to cause each third party
who obtains access to Dow ▇▇▇▇▇ Information (including, without limitation, any
Registered User) not to use, store, manipulate, distribute or
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otherwise make available, any Dow ▇▇▇▇▇ Information without the prior written
consent of Dow ▇▇▇▇▇. Distributor shall not, and shall use reasonable commercial
efforts not to permit any other party to, edit, alter or otherwise change in any
manner the content, format or presentation of the Dow ▇▇▇▇▇ Information,
including, without limitation, all copyright and proprietary rights notices.
(c) SERVICE PRESENTATION. Distributor shall insure that all Dow ▇▇▇▇▇
Information available through the Distributor Service is identified as content
from Dow ▇▇▇▇▇, including, without limitation, prominently displaying on the
Distributor Service the Dow ▇▇▇▇▇-branded logos provided to Distributor by Dow
▇▇▇▇▇. Dow ▇▇▇▇▇ shall have the right to approve the final design and
presentation of the Dow ▇▇▇▇▇ Information in the Distributor Service prior to
the date the Dow ▇▇▇▇▇ Information is first made commercially available in the
Distributor Service (the "Commercial Availability Date"), and shall have the
right to require reasonable changes in the presentation of the Dow ▇▇▇▇▇
Information from time to time during the term of this Agreement.
(d) QUALITY OF TRANSMISSIONS. Distributor shall use its best efforts to
insure that each transmission of Dow ▇▇▇▇▇ Information (i) is of high quality,
(ii) contains an accurate and complete copy of the Dow ▇▇▇▇▇ Information which
Distributor has been licensed to distribute, (iii) is free from errors or
defects, and (iv) with the exception of isolated short-term technical
difficulties, is made available to Registered Users within one hour after
receipt from Dow ▇▇▇▇▇.
(e) SPECIFICATIONS. Distributor shall adhere to the Dow ▇▇▇▇▇ Composite
Feed specifications, a copy of which has been provided to Distributor, and any
updates thereof delivered to Distributor. Distributor shall not store, and shall
dispose of, any codes and content it receives from Dow ▇▇▇▇▇ hereunder other
than the Dow ▇▇▇▇▇ Information licensed hereunder.
3. PROPRIETARY RIGHTS.
(a) OWNERSHIP; COPYRIGHT. Distributor acknowledges and agrees that all
ownership and proprietary rights (including, without limitation, the copyrights)
to the Dow ▇▇▇▇▇ Information are and shall remain the sole and exclusive
property of Dow ▇▇▇▇▇ or its licensors.
(b) TRADEMARKS. Distributor acknowledges and agrees that Dow ▇▇▇▇▇ or
its licensors are the sole owners of the trademarks and service marks ("marks")
used in connection with the Dow ▇▇▇▇▇ Information and that nothing contained in
this Agreement grants Distributor any right to use any Dow ▇▇▇▇▇ ▇▇▇▇, logo or
trade name, except as expressly provided in this Agreement.
(c) INFRINGEMENT. Distributor shall promptly advise Dow ▇▇▇▇▇ of any
possible infringement of which Distributor becomes aware of any of Dow ▇▇▇▇▇'
Marks, copyrights, trade secrets or other proprietary rights, or any use of the
Dow ▇▇▇▇▇ Information in violation of this Agreement.
4. ADVERTISING AND PROMOTION.
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(a) ADVERTISING. Distributor shall cause all advertising or promotional
material that appears on the same screen display or web page as any Dow ▇▇▇▇▇
Information to comply with the then-current Dow ▇▇▇▇▇ Online Advertising
Guidelines, as amended from time to time by Dow ▇▇▇▇▇ in its sole discretion
(the "Ad Guidelines"). The current version of the Ad Guidelines are attached as
Exhibit ▇. ▇▇▇ ▇▇▇▇▇ will deliver at least 30 days' advance notice prior to
amending the Ad Guidelines.
(b) PROMOTIONAL MATERIALS. Distributor shall not make, publish or
distribute or cooperate with any third party in making, publishing or
distributing any public announcements, press releases, advertising, marketing
promotional or other materials (whether in print, electronically or otherwise)
("Materials") that use Dow ▇▇▇▇▇' name. logos, or Marks with regard to the
execution or performance of this Agreement, without the prior written approval
of Dow ▇▇▇▇▇. If Dow ▇▇▇▇▇ has not notified Distributor of its disapproval
within 10 days after Distributor delivers samples of a particular item of
material, such Material shall be deemed approved.
5. PAYMENTS.
(a) CALCULATION OF PAYMENTS. Beginning on the earlier of (i) the
Commercial Availability Date or (ii) 60 days after the Effective Date,
Distributor shall pay to Dow ▇▇▇▇▇ the payments ("Payments") defined in Exhibit
E at the times set forth in Exhibit E.
(b) PAYMENT. Within thirty (30) days after the end of each calendar
month, Distributor shall deliver to Dow ▇▇▇▇▇ a check in an amount equal to the
Payment for such period, and a report setting forth sufficient information for
Dow ▇▇▇▇▇ to determine how the Payment was calculated, a breakdown of the number
of Registered Users whose principal residence is outside the U.S. and Canada,
and any other information agreed upon by both parties.
(c) TAXES. Distributor shall pay any taxes, fees and similar
governmental charges related to the execution or performance of this Agreement,
other than applicable income taxes imposed on Dow ▇▇▇▇▇ related to its receipt
of Payments.
(d) MAINTENANCE AND INSPECTION OF RECORDS. Distributor shall maintain
complete and accurate books and records, in accordance with generally accepted
accounting practices, of all matters related to its compliance with its
obligations hereunder ("Records"). Dow ▇▇▇▇▇ shall have the right itself, or
through its authorized representatives, upon at least 30 days' prior written
notice to inspect the Records of Distributor during normal business hours no
more than twice per year; provided, however, if such inspection reveals an
underpayment to Dow ▇▇▇▇▇ of more than 4%, the cost of such inspection shall be
paid by Distributor. Dow ▇▇▇▇▇ will keep confidential all information obtained
from such inspection. and use it solely for the purpose of verifying compliance
with the terms hereof.
(e) CURRENCY. All amounts are stated in U.S. Dollars and shall be paid
in U.S.
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currency.
6. INDEMNIFICATION.
(a) BY DOW ▇▇▇▇▇. Dow ▇▇▇▇▇ shall indemnify and hold harmless
Distributor against all liabilities, costs and expenses (including reasonable
attorneys' fees) incurred by Distributor that arise out of any claim asserted by
a third party that the Dow ▇▇▇▇▇ Information infringes a U.S. copyright (except
for claims for which Dow ▇▇▇▇▇ is entitled to indemnification under Section
6(b), in which case Dow ▇▇▇▇▇ shall have no indemnification obligations with
respect to such claim), provided that Distributor, upon receipt of notice of a
claim that could result in Dow ▇▇▇▇▇ indemnifying Distributor pursuant to this
subsection, gives prompt written notice to Dow ▇▇▇▇▇ of the existence of such
claim and permits Dow ▇▇▇▇▇, if it so requests, either to conduct the defense of
such claim or to participate with Distributor in the defense thereof and in any
settlement negotiations relating thereto; provided, however, that Dow ▇▇▇▇▇
shall not be required to pay any settlement amount that it has not approved in
advance.
(b) BY DISTRIBUTOR. Distributor shall indemnify and hold harmless Dow
▇▇▇▇▇ against all liabilities, costs and expenses (including reasonable
attorneys' fees) incurred by Dow ▇▇▇▇▇ that arise out of any claim asserted by a
third party that involves, relates to or concerns (i) the marketing, sale, or
promotion by Distributor of the Distributor Service, (ii) any use by Distributor
of any Dow ▇▇▇▇▇ Information in violation of this Agreement; or (iii) any claim
alleging that the Distributor Service infringes any patent, trade secret,
copyright or other intellectual property rights of any third party; provided
that Dow ▇▇▇▇▇, upon receipt of notice of a claim that could result in
Distributor indemnifying Dow ▇▇▇▇▇ pursuant to this subsection, gives prompt
written notice to Distributor of the existence of such claim and permits
Distributor, if it so requests, either to conduct the defense of such claim or
to participate with Dow ▇▇▇▇▇ in the defense thereof and in any settlement
negotiations relating thereto; provided however, that Distributor shall not be
required to pay any settlement amount that it has not approved in advance.
(c) DISCLAIMER. DOW ▇▇▇▇▇ PROVIDES THE DOW ▇▇▇▇▇ INFORMATION "AS IS",
WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. FOR EXAMPLE, DOW ▇▇▇▇▇ DOES NOT
WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, ADEQUACY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE DOW ▇▇▇▇▇ INFORMATION, AND DOW ▇▇▇▇▇
SHALL NOT BE LIABLE TO DISTRIBUTOR OR TO ANY THIRD PARTY WITH RESPECT TO ANY
ACTUAL OR ALLEGED INACCURACY, UNTIMELINESS, INCOMPLETENESS, INADEQUACY,
UNMERCHANTABILITY OR UNFITNESS. DISTRIBUTOR SHALL NOT MAKE ANY STATEMENT
RESPECTING THE DOW ▇▇▇▇▇ INFORMATION THAT IS CONTRADICTORY TO OR INCONSISTENT
WITH THE FOREGOING STATEMENTS.
7. TERM AND TERMINATION.
(a) TERM. The term of this Agreement shall commence on the Effective
Date (defined
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on last page of this Agreement) and shall terminate on the first anniversary of
the Effective Date. Unless either party delivers to the other written notice of
nonrenewal at least 60 days prior to the end of the then-current term or renewal
term, this Agreement shall automatically be extended for additional one year
terms.
(b) UNCURED BREACH. If either party shall breach any provision
contained in this Agreement (other than a breach of Section 8, which shall be
deemed incurable) and such breach is not cured within 30 days after receiving
written notice of such breach from the other party, the party giving such notice
may then deliver a second written notice to the breaching party, terminating,
this Agreement, in which event this Agreement, and the licenses granted
hereunder. shall terminate on the date specified in such second notice.
(c) CESSATION OF SERVICE. If Dow ▇▇▇▇▇ discontinues publishing or
commercial distribution of the Dow ▇▇▇▇▇ Information, then either party may
cancel this Agreement upon thirty (30) days' prior written notice to the other
party.
(d) INSOLVENCY. In the event that either party, shall be adjudged
insolvent or bankrupt, or upon the institution of any proceedings by it seeking
relief, reorganization or arrangement under any laws relating to insolvency, or
if an involuntary petition in bankruptcy is filed against such party and said
petition is not discharged within 60 days after such filing, or upon any
assignment for the benefit of its creditors, or upon the appointment of a
receiver, liquidator or trustee of any of its assets, or upon the liquidation,
dissolution or winding up of its business (an "Event of Bankruptcy"), then the
party affected by any such Event of Bankruptcy shall immediately Give notice
thereof to the other party, and the other party at its option may terminate this
Agreement, and the licenses granted hereunder, upon written notice.
(e) CHANGE IN CONTROL. If there is a direct or indirect change in the
effective voting control of Distributor, or if Distributor merges into or is
acquired by a third party, or if Distributor sells or transfers the Distributor
Service or all or substantially all of the assets of the business unit
containing the Distributor Service to a third party (a "Change in Control"),
then Distributor shall give prompt written notice thereof to Dow ▇▇▇▇▇, and Dow
▇▇▇▇▇ at its option may, within 30 days after receipt of such notice or
immediately, if no timely notice is given, terminate this Agreement immediately
by, delivering written notice. Distributor may notify, Dow ▇▇▇▇▇ in writing of
any proposed Change in Control prior to its proposed effectiveness, and Dow
▇▇▇▇▇ shall, within 30 days after receipt of such notice, notify Distributor
whether Dow ▇▇▇▇▇ would exercise its right to terminate this Agreement if such
proposed Change in Control were consummated.
(f) EFFECT OF TERMINATION. Upon the expiration or termination of this
Agreement for any reason, Distributor shall (i) immediately inhibit all access
to the Dow ▇▇▇▇▇ Information through the Distributor Service, (ii) delete any
Dow ▇▇▇▇▇ Information then stored on the Distributor Host Computer, (iii) cease
advertising and promoting the availability of the Dow ▇▇▇▇▇ Information via the
Distributor Service and (iv) discontinue all uses of Dow ▇▇▇▇▇' trade
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names or Marks. In addition, upon expiration or termination of this Agreement,
each party, at its expense, shall promptly return to the other all copies of the
other party's Confidential Information.
8. CONFIDENTIAL INFORMATION.
Distributor and Dow ▇▇▇▇▇ understand and agree that in the performance
of this Agreement each party may have access to private or confidential
information of the other party, including, but not limited to, trade secrets,
marketing and business plans and technical information, which is designated as
confidential by the disclosing party in writing, whether by letter or by the use
of a proprietary stamp or legend, prior to or at the time it is disclosed to the
other party ("Confidential Information"). Both parties agree that the terms of
this Agreement. including without limitation its financial terms such as the
Payments and the information contained in reports, shall be deemed Confidential
Information owned by the other party. Distributor acknowledges and agrees that
the technical and functional specifications and the code and design of the
Composite Feed and all tools and utilities supplied by Dow ▇▇▇▇▇ to Distributor
are Confidential Information of Dow ▇▇▇▇▇. In addition. information that is
orally disclosed to the other party shall constitute Confidential Information if
within 10 days after such disclosure the disclosing party delivers to the
receiving party a written document describing such Confidential Information and
referencing the place and date of such oral disclosure and the names of the
employees of the party to whom such disclosure was made. Each party agrees that:
(i) all Confidential Information shall remain the exclusive property of the
owner; (ii) it shall maintain, and shall use prudent methods to cause its
employees and agents to maintain, the confidentiality and secrecy of the
Confidential Information; (iii) it shall not, and shall use prudent methods to
ensure that its employees and agents do not, copy, publish, disclose to others
or use (other than pursuant to the terms hereof) the Confidential Information:
and (iv) it shall return or destroy all copies of Confidential Information upon
request of the other party. Notwithstanding the foregoing, Confidential
Information shall not include any information to the extent it (i) is or becomes
a part of the public domain through no act or omission on the part of the
receiving party, (ii) is disclosed to third parties by, the disclosing party
without restriction on such third parties, (iii) is in the receiving party's
possession, without actual or constructive knowledge of an obligation of
confidentiality with respect thereto, at or prior to the time of disclosure
under this Agreement, (iv) is disclosed to the receiving party by a third party
having no obligation of confidentiality with respect thereto, (v) is
independently developed by the receiving party without reference to the
disclosing party's Confidential Information or (vi) is released from
confidential treatment by written consent of the disclosing party.
9. MISCELLANEOUS.
(a) NOTICES. All notices shall be in writing, and delivered by
certified mail, return receipt requested, overnight courier service, or by
facsimile with confirmation to the address set forth on the signature page, or
other address stipulated in writing by a party. Notice shall be deemed delivered
and received on the date it is actually received.
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(b) AMENDMENT, ASSIGNMENT. This Agreement may not be amended except in
a writing executed by authorized representatives of Distributor and Dow ▇▇▇▇▇.
Any such purported assignment without such prior written consent shall be void.
Neither party may assign this Agreement, or sublicense, assign or delegate any
right or duty hereunder, without the prior written consent of the other. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.
(c) SURVIVAL OF CERTAIN PROVISIONS. The rights and obligations in
Sections 3(a), 3(b), 3(c), 5(b), 5(c), 5(d), 5(e), 6, 7(f), 8 and 9 shall
survive termination or expiration of this Agreement for any reason.
(d) CONSEQUENTIAL DAMAGES. Except for amounts payable pursuant to
Section 6 or resulting from a breach of Section 8, neither party shall be liable
to the other for any damages other than direct damages, including but not
limited to consequential, indirect, special, exemplary, or punitive damages, or
any lost revenues or lost profits, even if advised of the possibility of such
damages.
(e) ENTIRE AGREEMENT. This Agreement contains the final and entire
agreement of the parties on the subject matter herein and supersedes all
previous and contemporaneous verbal or written negotiations or agreements on the
subject matter herein.
(f) WAIVER. The failure of either party at any time to require
performance by the other party of any provision hereof shall not affect the full
right to require such performance at any time thereafter, nor shall the waiver
by either party of a breach of any provision hereof be taken or held to be a
waiver of any succeeding breach of such provision or as a waiver of the
provision itself.
(g) SEPARABILITY. If any provision of this Agreement or its application
in a particular circumstance is held to be invalid or unenforceable to any
extent, the remainder of the Agreement, or the application of such provision in
other circumstances, shall not be affected thereby, and each provision shall be
valid and enforced to the fullest extent permitted by law.
(h) GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, United States, applicable
to contracts wholly made and wholly performed in the State of New York, United
States. This Agreement will not be governed by the United Nations Convention on
Contracts for the International Sale of Goods.
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IN WITNESS WHEREOF, duly authorized representatives of both parties
hereto have executed this Agreement as of 1/22/99 ("Effective Date"):
MEDSCAPE, INC. DOW ▇▇▇▇▇ & COMPANY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------- ------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Title: Director, Internet Distribution
Date: Date: 1-22-99
Address for Notices: Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇ at Ridge Road
New York, NY 1000 ▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: Executive Director,
Content and Distribution,
Dow ▇▇▇▇▇ Interactive Publishing,
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to the same street address,
but
Attn.: Legal Dept.
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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EXHIBIT A
DESCRIPTION OF THE DISTRIBUTOR SERVICE;
AUTHORIZED DISTRIBUTION METHODS; TERRITORY
Description of Service:
The Distributor Service is a Web site owned and operated by Distributor at
. The Distributor Service provides access to news, information
and services to the medical community. Distributor plans to incorporate a "Money
and Medicine" feature into the Distributor Service ("Restricted Area"). Only
Registered Users will have access to the Restricted Area. The "Money and
Investing" feature will offer Registered Users personal investing news and
information and resources to assist medical professionals in managing their
practice.
Authorized Distribution Methods:
Distributor will only make the Dow ▇▇▇▇▇ Information available through the
Restricted Area to Registered Users and solely through the World Wide Web.
Archive:
Distributor shall only make available the most recent transmission of the Dow
▇▇▇▇▇ Information to Registered Users.
Additional Terms:
Distributor agrees to submit an application to Dow ▇▇▇▇▇ to become a member of
The Wall Street Journal Interactive Edition Affiliates Program.
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EXHIBIT B
DESCRIPTION OF THE DOW ▇▇▇▇▇ INFORMATION
The Dow ▇▇▇▇▇ Information will include Dow ▇▇▇▇▇ Online News ("DJON") stories
coded as:
1. Top Health-Care News (stories coded with P/DHZ) ("Health Care
Stories"); and
2. Business and Financial News Summary (stories coded with Pi'DBZ)
("Business and Financial Stories").
DJON is a newswire written and edited for the private investor and business
end-user. Its approximately 300 stories per business day, provide coverage of
corporate developments, and market and economic news.
The DJON stories that Dow ▇▇▇▇▇ delivers to Distributor will not include stories
from The Wall Street Journal, Smart money or ▇▇▇▇▇▇'▇.
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EXHIBIT C
DELIVERY METHODS
Dow ▇▇▇▇▇ will deliver the Health Care Stories to Distributor every day at 12
noon and 5 p.m. via FTP or email in HTML or ASCII format on an as available
basis.
Dow ▇▇▇▇▇ will deliver the Business and Financial Stories to Distributor
throughout the day via FTP or email in HTML or ASCII format on an as available
basis.
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EXHIBIT D
MEMBER AGREEMENT
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Medscape Terms of Service Agreement and Disclaimer
The following provisions govern the use of Medscape by Medscape members. Members
agree to the following by submitting a member registration form. Members receive
free access to all Medscape's features, including a subscription to MedPulse,
the weekly email newsletter listing what's new on Medscape.
Copyright and Trademarks
The entire contents and design of Medscape are protected under U.S. and
international copyrights. Medscape is for your personal noncommercial use. You
may not modify, copy, distribute, transmit, display, or publish any materials
contained on Medscape without the prior written permission of Medscape or the
appropriate copyright owner. Please refer to the copyright notice for more
information. Certain names and logos are trademarks and service marks of
Medscape and third parties and may not be used without permission.
Disclaimer
(i) MEDSCAPE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE; (ii) YOUR USE OF MEDSCAPE IS AT YOUR OWN RISK; (iii)
ACCESS TO MEDSCAPE MAY BE INTERRUPTED AND INFORMATION PROVIDED MAY NOT BE ERROR
FREE; AND (iv) NEITHER MEDSCAPE INC., MEDSCAPE PUBLISHERS' CIRCLE(R) MEMBERS,
NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING MEDSCAPE OR THE
MATERIALS CONTAINED THEREIN, ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR THE
ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED ON MEDSCAPE,
NOR SHALL THEY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO
USE, MEDSCAPE.
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