EXHIBIT 10.20
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September 1, 1999
Xxxxxxxx X. Xxxxx
Heartsoft, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Dear Xxxxxxxx:
Pursuant to your request, The Weather Channel Enterprises, Inc., ("TWCE") hereby
grants to Heartsoft, Inc. the non-exclusive, non-transferable right and license
to use The Weather Channel logo and specific links to link to The Weather
Channel web site, located at xxxx://xxx.xxxxxxx.xxx. In order to establish the
link, we hereby grant you a non-exclusive, non-transferable sublicense to
display, and you hereby agree to display, the trade names, trademarks, service
names and service marks ("the Marks") on navigational screens within the
Heartsoft internet browser to establish the link described above.
By signing this agreement and returning it to The Weather Channel, you agree to
the following:
All uses of the Marks shall inure solely to our benefit and you shall
not edit, alter, modify or prepare any derivative work of the Content or any
portion of the site.
You shall not, directly or indirectly, imply that we endorse, sponsor,
certify or approve of the information included on your web site be it content,
product, service or advertisement; nor shall you take any other action which
shall adversely affect the distinctive quality of the Marks, our public image or
the widespread acceptance associated with the Marks and our data and
information.
The Weather Channel reserves the right to change or discontinue the
style, form or content of any or all segments of the web site without notice. We
may terminate the license granted here at any time, for any reason, upon TEN
DAYS prior written notice or immediately upon your breach of any of the terms
and conditions contained in this letter. We are the sole owner of the Content on
The Weather Channel web site including, but not limited to, all copyrights,
trademarks, trade names, service marks and other proprietary rights. Upon
termination of the licenses granted here, you shall immediately terminate your
link to The Weather Channel web site.
The Content is being provide "AS IS/WHERE IS". We make no
representations or warranties, implied or otherwise, of any kind or nature with
respect to the accuracy of any of the information contained within the Content,
and we disclaim the same.
In no event shall we be liable to you, whether in contract or in tort
or under an other legal theory (including strict liability) for any damages,
including, but without limitation, direct or indirect, special, incidental,
consequential, loss profits or similar damages arising out of or in connection
with this letter or the established link to The Weather Channel web site.
You may not assign the rights and licenses granted herein without our
prior written consent. The validity and effect of this letter shall be governed
by the laws of the State of Georgia without regard to its conflicts of law
rules. This letter contains the entire agreement between the parties relating to
the subject matter hereof, supersedes any and all other agreements,
representation or warranties of the parties in connection with such subject
matter, and cannot be modified, amended or terminated except in a writing duly
executed by the party to be charged therewith.
Kindly confirm your agreement to the foregoing by signing two copies of this
letter and returning them to us. We shall thereafter return one original, fully
executed copy to you for your files.
Very truly yours,
The Weather Channel Enterprises, Inc.
BY: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Chief Operating Officer, Xxxxxxx.xxx
ACCEPTED AND AGREED TO
BY: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Chairman & Chief Executive Officer
Heartsoft, Inc.
