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Exhibit 10.12
AMENDMENT NUMBER 1
TO THE
INFORMATION SERVICES AGREEMENT
BETWEEN
INKTOMI CORPORATION ("INKTOMI")
AND
QUE PASA ("COMPANY")
WHEREAS Inktomi and Company entered into an Information Services
Agreement dated July 21, 1998 (the "AGREEMENT");
WHEREAS Inktomi has signed an agreement with WorldBlaze L.L.C.,
predecessor to e-lingo ("WorldBlaze") which grants Inktomi a limited license to
distribute and sub-distribute certain technology that translates text and other
information on Web pages from one language to another language; and
WHEREAS Inktomi and Company desire to specify the terms and conditions
under which Company will have the right to sub-distribute the WorldBlaze
Services to its customers under the terms and conditions set forth below.
NOW, THEREFORE, Inktomi and Company agree to supplement the Agreement
as follows:
1. CONFLICTS, USE OF TERMS. In the event of a conflict between the terms and
conditions of the Agreement and the terms and conditions of this Amendment, the
terms and conditions of this Amendment will be controlling as to the
interpretation of this Amendment. Terms defined in the Agreement will have the
same meaning as in the Agreement when used in this Amendment.
2. DEFINITIONS.
2.1 "WORLDBLAZE TECHNOLOGY" is defined as incorporation of WorldBlaze
Translation Engine into the Inktomi Data Protocol ("IDP") creating the Extended
Inktomi Data Protocol ("EIDP") which provides the capability of querying in a
selected language (the "Selected Language") for content available in other than
the Selected Language, searching the Inktomi Database, and receiving return
results in the Selected Language. WorldBlaze Technology shall function in
substantially the following manner: The end-user will submit a search query to
Inktomi in the Selected Language, and specify a target document language (the
"Target Document Language") in which to search using EIDP. Inktomi, using
e-lingo Search Protocol, will submit such search query to WorldBlaze. The
e-lingo Search Protocol is defined as the protocol which is used by both e-lingo
and Inktomi systems to allow for passing of query and search results information
between the two services. WorldBlaze will translate such search query into the
Target Document Language and return the translated search query to Inktomi
using e-lingo Search Protocol. Inktomi will then perform the translated search
query in the Target Document Language and gather search query results. Inktomi,
using e-lingo Search Protocol, will submit search query results to WorldBlaze.
WorldBlaze will translate search query results (including titles and abstracts)
to the Selected Language, and return translated search query results to Inktomi
using e-lingo Search Protocol for display to end-user.
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2.2 "WORLDBLAZE TRANSLATION ENGINE" means the system of computer
hardware and software operated by WorldBlaze that translates text and other
information on Web pages from one language to another language.
2.3 "WORLDBLAZE SERVICES" means the services of the WorldBlaze
Technology for the purpose of translating text and other information on Web
pages from one language to another language.
3. GRANT OF RIGHT TO USE WORLDBLAZE TECHNOLOGY. Inktomi hereby grants to Company
the following:
3.1 A non-exclusive, non-transferable license to use the WorldBlaze
Technology to provide WorldBlaze Services to its customers.
3.2 Company will reproduce all copyright or other proprietary notices
contained on the WorldBlaze Technology. Company will not remove, modify, or
obscure any copyright or other proprietary notices on the WorldBlaze Technology.
3.3 Company acknowledges that WorldBlaze will retain all right, title,
and interest in the WorldBlaze Technology and all upgrades, enhancements,
derivative works and improvements thereto.
3.4 Company will not and will not authorize any third party to: (i)
create derivative works of, copy, alter or in any way modify the WorldBlaze
Technology without the prior written consent of WorldBlaze; (ii) translate,
decompile, disassemble, reverse compile, reverse engineer, interrogate, or
decode the WorldBlaze Technology or in any other manner reduce the WorldBlaze
Technology to human perceivable form except to the extent that such restrictions
are not permitted under applicable law; (iii) bypass or delete any copy
protection methods used by WorldBlaze to prevent unauthorized copying or use of
the WorldBlaze Technology; or (iv) electronically distribute, timeshare, market
by interactive cable or by remote processing services the WorldBlaze Technology.
Company acknowledges that it has no rights hereunder to any WorldBlaze source
code.
4. TRANSLATION SERVICES. Company will have access to the WorldBlaze Technology
through the Inktomi Data Protocol. Company is authorized to use the WorldBlaze
Translation Engine to translate Web pages from one language to another language
(such as the languages of French, German, Spanish, Italian and Portuguese) when
and as requested by customers and end users of Company and its services.
5. ATTRIBUTION. Upon receipt of written request signed on behalf of Inktomi and
WorldBlaze, Company will use reasonable efforts to display a WorldBlaze logo
acceptable to Inktomi and WorldBlaze on Web pages containing WorldBlaze
translated Results Sets served by Inktomi. The WorldBlaze logo will conform to
Company's standard user interface specifications.
6. WARRANTY. Inktomi warrants to Company that: (i) it has the full power and
authority to enter into this Amendment and to grant to Company the rights and
license granted herein; (ii) the WorldBlaze Technology and the WorldBlaze
Services will be free of material errors and defects and will perform in strict
accordance with the functionality specifications and performance
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criteria for the WorldBlaze Technology set forth in the Inktomi/WorldBlaze
Agreement and in Exhibit A to this Amendment, and (iii) throughout the Term, the
WorldBlaze Technology, the WorldBlaze Services and any logo displayed in
accordance with Section 5 of this Amendment do not and will not infringe any
copyright, patent, trade secret, trademark, service mark or other proprietary
right held by any third party.
7. TERM/RETURN OF MATERIALS. The term during which Company may use the
WorldBlaze Technology will begin on the date this Amendment is signed by both
Parties and will run coterminously with the Term of the Agreement, unless
terminated earlier by Inktomi or Company due to (i) the insolvency of Inktomi
or WorldBlaze, or (ii) the inability of either WorldBlaze or Inktomi to provide
the WorldBlaze Technology, or (iii) the default by either party of any other
material provision of this Amendment which is not cured by the defaulting party
within thirty (30) days following its receipt of Notice of such default. Upon
termination of the Agreement or this Amendment, Company's licenses and authority
to use the WorldBlaze Technology will immediately terminate. Within thirty (30)
days of termination for any reason, all materials provided to Company by Inktomi
or by WorldBlaze which constitute WorldBlaze Technology or Confidential
Information related thereto will be returned to Inktomi or destroyed, and
Company will verify, in writing, that it has destroyed or returned all such
materials. Upon termination of this Amendment by Company pursuant to
sub-sections (i) or (ii) above, Inktomi shall promptly return to Company an
amount that represents the unearned portion of the Annual Information Services
fee at the time of termination.
8. SUPPORT. Inktomi will provide the same level of support for the WorldBlaze
Technology as set forth in the Agreement for the other services provided
pursuant to the Agreement
9. FEES. Company will pay Inktomi an Annual Information Services fee of $7,500,
at contract signing and payable Net 30 day terms and $6.00 per thousand Results
Sets generated through the WorldBlaze Translation Engine provided by Inktomi.
Payment terms will be the same as set forth in the Agreement for other Results
Sets.
10. INDEMNIFICATION. Pursuant to Section 8.1 of the Agreement, Inktomi shall
defend and/or settle, and pay damages awarded pursuant to, any third party claim
brought against Company arising out of or related to any breach of the
warranties set forth in this Amendment.
11. MISCELLANEOUS. The provisions of Sections 8, 9, 11.1 through 11.14 of the
Agreement are specifically incorporated in and made a part of this Amendment.
12. NO OTHER MODIFICATIONS. Except as provided above, the terms and conditions
of the Agreement will remain unchanged.
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IN WITNESS WHEREOF, the parties have caused this Amendment Number 1 to be duly
executed, effective as of January 12, 2000
QUE PASA INKTOMI CORPORATION
By:_____________________________ By:________________________________
Name; Juan Galan Name:______________________________
Title: Chief Financial Office Title:_____________________________
Date: January 12, 2000 Date:______________________________
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EXHIBIT A
TRANSLATION SERVICES SPECIFICATIONS
Inktomi shall provide the WorldBlaze Services under the Agreement in strict
conformity with the following functionality specifications and performance
criteria:
1 . Uptime. Uptime reliability of the WorldBlaze Services must be 99.0%
over any 30-day rolling period. Uptime is defined as the ability for Inktomi to
send a translation result to Company within 30 seconds. The size of the
translation request may not exceed 2K for text or 8K for any Web page. In
addition, Inktomi is only responsible for maintaining uptime of the WorldBlaze
Services. Any uptime below 99% over any 30-day rolling period shall constitute
a material breach by Inktomi and Company shall have the right to terminate this
Amendment pursue into section 7.