YAHOO! KOREA LICENSE AGREEMENT
by and among
YAHOO! INC.,
YAHOO! KOREA CORPORATION
AND
YAHOO! JAPAN CORPORATION
NOVEMBER 30, 1997
-1-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
YAHOO! KOREA LICENSE AGREEMENT
This YAHOO! KOREA LICENSE AGREEMENT (the "AGREEMENT") is entered into as
of November 30, 1997 (the "EFFECTIVE DATE") by and among:
YAHOO! INC., a California corporation ("YAHOO") with its principal
offices at 3400 Central Expressway, Santa Clara, California 95051;
YAHOO! KOREA CORPORATION, a corporation organized under the laws of the
Republic of Korea (the "COMPANY"), with its principal offices at 502 Kyungki
Bldg., 184-4, Chungjeong-Ro 2-Ka, Seodaemun-Ku, Seoul Korea 120-012; and
YAHOO! JAPAN CORPORATION, a Japanese corporation ("YAHOO JAPAN"), with
its principal offices at 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103
Japan, solely in connection with the rights and obligations set forth in
Article IV of this Agreement.
RECITALS
The following provisions form the basis for, and are hereby made a part
of, this Agreement:
A. Yahoo owns, operates and distributes a leading index and directory
of Internet resources, including a hierarchical index, information indexing
and retrieval software and certain other elements of content and software
(www.yahoo.com);
B. The Company has been organized under the laws of the Republic of
Korea, and is XX% owned by Yahoo, XX% owned by SOFTBANK Korea Corporation, a
corporation organized under the laws of the Republic of Korea, XX% owned by
SOFTBANK Corporation, a Japanese corporation, and X% owned by Yahoo Japan
pursuant to a joint venture agreement dated as of the Effective Date (the
"JOINT VENTURE AGREEMENT"), in order to operate in the Republic of Korea (the
"Korea") (the "TERRITORY"), a localized version of the Yahoo! Guide, to
develop related products and on-line services in the Territory and to conduct
certain other business related to such activities; and
C. Upon the terms and conditions set forth below, the Company and Yahoo
will offer a version of certain Yahoo software and services through the
Company in the Territory.
AGREEMENT
The parties hereto agree as follows:
-1-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
1.1 DEFINITIONS. For purposes of this Agreement, in addition to the
capitalized terms defined elsewhere in this Agreement, the following terms
shall have the meanings ascribed to them below:
(a) "AFFILIATE" shall mean a company in which, directly or
indirectly, more than fifty percent (50%) of the stock entitled to vote for
the election of directors is owned or controlled by a party, but only so long
as such ownership or control exists.
(b) "ANCILLARY PROPERTIES" shall mean any future or present
products and/or services of Yahoo that are not included in the Yahoo Service
as of the Effective Date.
(c) "COMPANY USERS" shall mean Internet-users to whom the Company
provides access to Yahoo! Korea.
(d) "COMPONENTS" shall mean information, materials, products,
features, services, content, computer software, designs, artistic renderings,
drawings, sketches, characters, layouts, and the digital implementations
thereof; PROVIDED, HOWEVER, that "Components" shall not include Local Content.
(e) "CONFIDENTIAL INFORMATION" shall mean any information disclosed
in the course of this Agreement, which is identified as or should be
reasonably understood to be confidential or proprietary to the disclosing
party, including, but not limited to know-how, trade secrets, log data,
technical processes and formulas, source codes, product designs, sales, cost
and other unpublished financial information, product and business plans,
projections, and marketing data. "Confidential Information" shall not
include information which: (i) is known or becomes known to the recipient on
the Effective Date directly or indirectly from a third party source other
than one having an obligation of confidentiality to the providing party; (ii)
hereafter becomes known (independently of disclosure by the providing party)
to the recipient directly or indirectly from a source other than one having
an obligation of confidentiality to the providing party; (iii) becomes
publicly known or available or otherwise ceases to be secret or confidential,
except through a breach of this Agreement by the recipient; or (iv) is or was
independently developed by the recipient without use of or reference to the
providing party's Confidential Information, as shown by evidence in the
recipient's possession.
(f) "DERIVATIVE WORK" shall mean all "derivative works" and
"compilations" within the meaning of such terms as defined in the U.S.
Copyright Act (17 U.S.C. Section 101 et seq.).
(g) "ENHANCEMENTS" shall mean any enhancements, added
functionalities, additions, extensions or improvements to Yahoo! Korea that
are created or developed by the Company, its Affiliates or its agents.
-2-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
(h) "ERROR(S)" shall mean any verifiable and reproducible failure
of the Yahoo! Korea Site to materially conform to the level of operation of
Yahoo Service. Notwithstanding anything contained herein to the contrary,
the term "Error" shall not include any failure of the Yahoo! Korea Site to
materially conform to level of operation of the Yahoo Service that: (i)
results from the Company's misuse or improper use of the Yahoo! Korea Site,
Yahoo! Korea, or any Yahoo Properties; (ii) results from the Company's
combination, incorporation, or merger of the Yahoo! Korea Site with any
software, or content not supplied by Yahoo or not authorized by Yahoo to be
combined, incorporated, or merged with the Yahoo Client Software; (iii) does
not materially affect the operation and use of the Yahoo! Korea Site; or (iv)
results from the modification by the Company of the Yahoo! Korea Site, or any
Yahoo Properties therein.
(i) "ERROR CORRECTION(S)" shall mean either a modification or
addition to or deletion from the Yahoo! Korea Site that, when made to such
site shall materially conform such site to the then-current functionality of
the Yahoo Service, or a procedure or routine that, when observed in the
regular operation of the Yahoo! Korea Site, eliminates the material adverse
effect on the Company of such Error.
(j) "GROSS REVENUES" shall mean the total amount of revenues
recognized by the Company (as reflected in the Company's financial statements
prepared in accordance with generally accepted accounting principles in
Korea) without any reductions, including, but not limited to, commissions,
discounts, billing adjustments and allowance and fees and expenses.
(k) "INTELLECTUAL PROPERTY RIGHTS" shall mean trade secrets,
patents, patent rights, copyrights, trademarks, know-how, moral rights and
similar rights of any type under the laws of any governmental authority,
domestic or foreign including all applications and registrations relating to
any of the foregoing.
(l) "LAUNCH DATE" shall mean the first date on which Yahoo! Korea
is made generally available to the public in the Territory.
(m) "LOCAL CONTENT" shall mean content, including URL listings,
added to Yahoo! Korea by the Company and that is: (i) specific to the market
of the Territory; and (ii) originates in or arises from activities in the
Territory.
(n) "LOG DATA" shall mean all data generated by an Internet server
that relates to file requests, user identification, session times and similar
available information.
(o) "TERRITORY" shall mean the geographic territories of the
Republic of Korea, excluding any protectorates and territories thereof.
(p) "THIRD PARTY" shall mean a party other than Yahoo or the
Company.
(q) "UPGRADES" shall mean all error corrections, upgrades,
enhancements, new releases, and new versions of Yahoo! Korea.
-3-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
(r) "YAHOO BRAND FEATURES" shall mean Yahoo trademarks, trade
names, service marks, service names, distinct elements of the Yahoo Service
Look and Feel and all other Components specifically associated with the
"Yahoo!" brand or as to which Yahoo has established trademark or trade dress
rights, and any modifications to the foregoing that may be created during the
Term (as defined in Section 10.1 hereof).
(s) "YAHOO BRAND GUIDELINES" shall mean the guidelines for use of
the Yahoo Brand Features in Yahoo! Korea, as specifically set forth in
EXHIBIT B attached hereto.
(t) "YAHOO DIRECTORY" shall mean the collection of HTML files and
certain related scripts and rules comprising of URL listings and related
descriptions and the related organizational hierarchy.
(u) "YAHOO DIRECTORY SEARCH ENGINE" shall mean the search tools
currently available for end users of the Yahoo Service to perform searches
within the Yahoo Directory.
(v) "YAHOO! KOREA" shall mean the version of the Yahoo Service that
is customized and localized specifically for all or any portion of Territory
in any and all languages specifically relevant to the Territory, in
accordance with this Agreement.
(w) "YAHOO PROPERTIES" shall mean collectively: (i) the Yahoo
Service and (ii) the Yahoo Tools.
(x) "YAHOO SERVICE" shall mean, collectively, the following (in
each case as the same may be modified, upgraded, updated or enhanced during
the term of this Agreement):
(i) (A) the Yahoo Brand Features, (B) the Yahoo Service Look
and Feel, and (C) the Yahoo Directory; and
(ii) any enhancements, upgrades, improvements or modifications
of the Yahoo Directory Search Engine, and all written materials, documents
and manuals used in the operation of the foregoing as the same may be
modified from time to time;
PROVIDED, HOWEVER, that the Yahoo Service shall not include any content or
technology licensed to Yahoo from a third party.
(aa) "YAHOO SERVICE LOOK AND FEEL" shall mean the artistic
renderings, drawings, animations, sketches, characters, layouts and designs,
and digital implementations thereof which are embodied within the Yahoo
Directory.
(bb) "YAHOO TOOLS" shall mean Yahoo's internal hierarchical index,
information indexing and retrieval software, tools, and search engine, not
including the Yahoo Directory Search Engine, as set forth in EXHIBIT A.
-4-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
1.2 RULES OF CONSTRUCTION. As used in this Agreement, all terms used in
the singular shall be deemed to include the plural, and vice versa, as the
context may require. The words "hereof," "herein" and "hereunder" and other
words of similar import refer to this Agreement as a whole, including any
exhibits hereto, as the same may from time to time be amended or
supplemented. The word "including" when used herein is not intended to be
exclusive and means "including, without limitation." The descriptive
headings of this Agreement are inserted for convenience of reference only and
do not constitute a part of and shall not be utilized in interpreting this
Agreement. The terms "party" and "parties" shall refer to Yahoo and the
Company, individually or collectively, and shall not refer to Yahoo Japan
except as used in Article IV below. This Agreement has been negotiated by
the parties hereto and their respective counsel and shall be fairly
interpreted in accordance with its terms and without any rules of
construction relating to which party drafted the Agreement being applied in
favor of or against either party.
ARTICLE II
GRANT OF RIGHTS
2.1 LICENSE GRANT TO COMPANY. Subject to all of the terms and
conditions of this Agreement, Yahoo hereby grants to the Company during the
Term:
(a) a non-exclusive (except as provided in Section 2.7) right and
license to use, reproduce, display, perform, and transmit, the Yahoo Service
Look and Feel, Yahoo Directory and Yahoo Directory Search Engine solely in
on-line form solely in connection with Yahoo! Korea, and in the manner
described in this Agreement;
(b) a non-exclusive right and license to use and reproduce, and to
display, perform, and transmit on-line the Yahoo Brand Features in the
Territory, in tangible and on-line form, solely in connection with Yahoo
Korea and the advertising, marketing and promotion of Yahoo! Korea in the
Territory, provided, however, that the license granted under this subsection
2.1(b) shall not include any right or license with respect to or relating to
the sale of any product or service other than Yahoo! Korea without Yahoo's
consent;
(c) a non-exclusive right and license to use and reproduce the
Yahoo Tools, solely for the Company's internal purposes, as necessary to
establish and operate Yahoo! Korea; and
(d) subject to the terms and limitations set forth in Section 2.2
of this Agreement, a non-exclusive right to make, reproduce, and use the
Enhancements, solely for use, incorporation, or integration with or into
Yahoo! Korea, and solely as necessary for the advertising, marketing and
promotion of Yahoo! Korea;
PROVIDED, HOWEVER, that (i) the license granted to the Company under
this Section 2.1 shall not include any content or technology, except as
determined by Yahoo in its sole discretion, without any obligation to do so,
and (ii) the Company Users' right to access and use the Yahoo
-5-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
Properties shall be subject to such customary limitations and restrictions on
use and reproduction as Yahoo may impose with respect to the Yahoo
Properties. If Yahoo, in its sole discretion, decided to sublicense any
Third Party content or technology to the Company (and the Company accepts
such sublicense) and such sublicense requires the payment of royalties or
other fees to a Third Party, the Company agrees to pay all such necessary
royalties and/or fees payable to such Third Party in connection with such
sublicense. No rights or licenses are granted by Yahoo to the Company except
for those expressly granted in this Section 2.1.
2.2 ANCILLARY PROPERTIES. To the extent that Yahoo possesses or develops
in the future Ancillary Properties, Yahoo agrees that it will in good faith
consider making such Ancillary Properties available for localization in the
Korean market through the Company for additional fees to be mutually agreed
upon by Yahoo and the Company; provided that Yahoo shall not be obligated to
do so.
2.3 NO OTHER RIGHTS. Except as expressly provided in this Agreement,
the Company shall neither: (a) distribute or make available the Yahoo
Service or Yahoo! Korea except in its entirety as a complete work; (b)
distribute or make available the Yahoo Service or Yahoo! Korea other than in
on-line electric form; (c) sublicense any rights granted hereunder; (d)
modify, adapt, translate, or create Derivative Works or Enhancements of the
Yahoo Service or Yahoo! Korea; nor (e) remove any copyright or other
proprietary rights notices from the Yahoo Properties.
2.4 YAHOO! KOREA CONTENT. Prior to the Launch Date, Yahoo shall provide
to the Company Yahoo Properties to the extent necessary to launch the Yahoo!
Korea Site and for the Company to create Enhancements for incorporation into
Yahoo! Korea.
2.5 LOCAL CONTENT. The Company shall solely be responsible for
collecting and classifying Local Content. Subject to all of the terms and
conditions of this Agreement and subject to a license fee to be mutually
agreed upon by Yahoo and the Company from time to time, the Company hereby
grants Yahoo an exclusive, perpetual, irrevocable, license to use Local
Content and Enhancements for the purpose of incorporating such Local Content
and Enhancements into Yahoo! Korea and into the Yahoo Service and any other
Yahoo properties. Subject to the foregoing license grant, the Company
retains all right, title to and interest in the Local Content and
Enhancements.
2.6 OWNERSHIP. Yahoo shall retain all ownership rights in and to the
Yahoo Properties. The Company assigns any interest it may be deemed to
possess in such Yahoo Properties to Yahoo and will assist Yahoo in every
reasonable way, at Yahoo's expense, to obtain, secure, perfect, maintain,
defend and enforce for Yahoo's benefit all Intellectual Property Rights with
respect to the Yahoo Properties and any enhancements thereto, including,
without limitation, the procurement of binding and enforceable assignments
from all Company employees and contractors who assisted in the development
and creation of any enhancements to the Yahoo Properties.
-6-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
2.7 EXCLUSIVITY. XXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
ARTICLE III
YAHOO! KOREA SITE DEVELOPMENT AND OPERATIONS
3.1 DEVELOPMENT OF YAHOO! KOREA SITE. Yahoo shall provide a reasonable
level of technical and operational assistance in developing Yahoo! Korea.
3.2 UPGRADES. If Yahoo creates any Upgrades of Yahoo! Korea which
materially modify the format or functionality of Yahoo! Korea, Yahoo shall
provide the Company with the opportunity to review and test each such Upgrade
prior to its public release.
ARTICLE IV
YAHOO! KOREA SUPPORT
4.1 SUPPORT SERVICES. Yahoo Japan agrees to: (a) provide to the
Company telephone or confirmed facsimile or telecopy and electronic mail
consultation during Yahoo Japan's regular business hours (9:00 a.m. to 5:00
p.m., Korea Time, Monday through Friday, excluding holidays scheduled by
Yahoo Japan) to allow the Company to report Errors in the Yahoo! Korea Site
or to allow the Company to inquire on the use or operation of the Yahoo!
Korea Site and (b) use commercially reasonable efforts to provide Error
Corrections for Errors in the Yahoo! Korea Site reported to Yahoo Japan by
the Company. Yahoo agrees to provide back-up support for the Yahoo! Korea
Site as Yahoo Japan or the Company reasonably requests in connection with
Yahoo Japan's obligations set forth in this Section 4.1 to the extent Yahoo
Japan cannot adequately fulfill such obligations without assistance from
Yahoo.
ARTICLE V
PROMOTIONAL MATERIALS, ADVERTISING, AND TRADEMARKS
5.1 COMPANY'S EFFORTS. As a material condition to this Agreement, the
Company shall use all commercially reasonable efforts during the Term to
offer Yahoo! Korea to the general public via the Internet, in accordance with
user performance (as measured by factors such as latency of user response) at
least equivalent to, on average, that of the main U.S.
-7-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
www.yahoo.com website, to market and promote the commercial exploitation of
Yahoo! Korea in the Territory, and to sell advertising and promotional
services in Yahoo! Korea.
5.2 TRADEMARKS.
5.2.1 ACKNOWLEDGMENT OF OWNERSHIP. The Company acknowledges that:
(a) as between the Company and Yahoo, Yahoo owns all right, title and
interest in the Yahoo Brand Features; and (b) neither the Company nor any
other persons will acquire any ownership interest in the Yahoo Brand Features
or associated goodwill by virtue of this Agreement or the use of the Yahoo
Service pursuant to this Agreement.
5.2.2 USAGE GUIDELINES. The Company's use of the Yahoo Brand
Features shall be subject to Yahoo's prior written approval and consent and
shall adhere to the Yahoo Brand Guidelines set forth in EXHIBIT B attached
hereto; PROVIDED, HOWEVER, the Company may use the mark "YAHOO! KOREA" and
the associated logo without any such consent so long as the Company uses such
Yahoo! Korea marks: (a) in a manner and form consistent with Yahoo's use of
its Yahoo Brand Features; (b) without making any modifications or changes
thereto; (c) in an advertising campaign, promotional or other event that has
high consumer visibility; (d) without co-branding or other similar
collaboration with any third party brand features; and (e) in conformance
with the Yahoo Brand Guidelines. In any event, the Company's use of the
Yahoo Brand Features shall be at least of a quality and standard reasonably
commensurate with the Company's use of its own trademarks. Throughout the
Term, Yahoo shall promptly provide the Company with all written details of,
specifications for and artwork for all Yahoo Brand Features as required by
the Company for performing its rights and obligations under this Agreement.
If any use of the Yahoo Brand Features by the Company fails to satisfy such
quality standards, Yahoo may terminate the Company's right to use such Yahoo
Brand Features; PROVIDED, HOWEVER, that the Company has failed to cure such
failure to satisfy within thirty (30) business days from receipt by the
Company of a notice of such failure to satisfy quality standards sent by
Yahoo.
5.2.3 PROMOTIONAL MATERIALS. The Company shall supply Yahoo with
specimens of each type of promotional materials using the Yahoo Brand
Features, all of which shall comply with the Yahoo Brand Guidelines and other
provisions of this Agreement. The Company shall remedy any violation of the
Yahoo Brand Guidelines or of this Agreement as soon as practicable following
receipt of notice from Yahoo of such violation. The Company shall consider
in good faith any suggestions or comments of Yahoo in the content and design
of any and all promotional materials.
5.2.4 NO ADVERSE CLAIM. The Company agrees that it will not at any
time during or after this Agreement assert any claim or interest in or do
anything which may adversely affect the validity or enforceability of Yahoo's
right in the Yahoo Brand Features. Unless otherwise agreed to between the
parties, the Company will not register, seek to register, or cause to be
registered any of the Yahoo Brand Features without Yahoo's prior written
consent, and the Company shall not adopt or use Yahoo Brand Features or any
confusingly similar word or
-8-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
symbol as part of the Company's company name, nor allow Yahoo Brand Features
to be used by others, without Yahoo's prior written consent. With respect to
any trademark registrations and pending trademark applications for any Yahoo
Brand Features in the Territory owned or filed by the Company without Yahoo's
prior written consent ("YAHOO! KOREA MARKS"), the Company shall promptly
transfer ownership in such Yahoo! Korea Marks to Yahoo, and Yahoo shall
promptly reimburse the Company its reasonable costs incurred in obtaining
such registration and in filing such applications. Failure of the Company to
transfer ownership in such Yahoo! Korea Marks within one hundred twenty (120)
days of the Effective Date of this Agreement shall be considered a material
breach of this Agreement. Such Yahoo! Korea Marks shall be considered part
of and included in the Yahoo Brand Features for purposes of this Agreement.
5.2.5 NO ADDITIONAL RIGHTS IN TRADEMARKS. Except for the rights
expressly granted to Company under this Agreement to use the Yahoo Brand
Features, Yahoo grants no rights in or to any Yahoo trademarks, service marks
or trade names. All powers that would otherwise be granted to the Company
under Section 26 of the Korean Trade Mark Act are hereby excluded.
5.3 YAHOO! KOREA ADVERTISING. The Company shall have the exclusive right
to include third party advertising, marketing and promotional information in
Yahoo! Korea, provided, however, that Yahoo shall have the right to conduct
worldwide promotions for certain advertisers of Yahoo, including inclusion
of advertising, marketing and promotional information in Yahoo! Korea. The
parties hereto agree that all revenues and income derived by the Company in
connection with advertising, marketing and promotional information in Yahoo!
Korea shall accrue solely to the Company. The Company shall be solely and
exclusively responsible for ensuring that all advertising, marketing and
promotional information conducted and provided by the Company complies with
all local, federal, and other governmental laws and regulations of the
Territory that may be applicable thereto. In connection with any worldwide
promotion conducted by Yahoo for an advertiser, the Company will receive a
portion of the aggregate revenue from the sale of such worldwide promotion in
accordance with the Yahoo International Pricing Policy attached hereto as
EXHIBIT D. If the inventory positions for the worldwide promotion are not
available for the time and period requested by Yahoo, the Company will
promptly notify Yahoo of the next time and period when the inventory becomes
first available and provide Yahoo with the opportunity to utilize such
inventory.
5.4 LOG DATA. The Company will provide Yahoo with access to all Log
Data generated from use of Yahoo! Korea. All Log Data shall be maintained as
Confidential Information by the Company and Yahoo.
5.4.1 LIMITED DISCLOSURE TO THIRD PARTIES. Notwithstanding the
foregoing, no party shall be prohibited by the terms if this Agreement from
providing Log Data to any third party (on a confidential basis) for
aggregation or analysis, or otherwise on an aggregated basis to advertisers,
potential advertisers and other third parties in connection with the sale of
advertising, or to third parties in connection with market research and
similar publishing; provided that no
-9-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
party will use such information in a misleading fashion so as to understate
or overstate to any third party the magnitude of usage of Yahoo! Korea.
5.4.2 OWNERSHIP OF LOG DATA. Yahoo shall own all rights, title, and
interest in and to any and all Log Data generated on Yahoo! Korea; PROVIDED,
HOWEVER, Yahoo shall grant to the Company a non-exclusive, royalty-free
license to use and reproduce such Log Data for internal, non-commercial
purposes. Yahoo shall own all rights, title, and interest in and to any and
all Log Data generated on any Yahoo Service mirror site.
ARTICLE VI
CONFIDENTIAL INFORMATION
6.1 PROTECTION OF CONFIDENTIAL INFORMATION. The parties recognize that,
in connection with the performance of this Agreement, each of them may
disclose to the other its Confidential Information. The party receiving any
Confidential Information agrees to maintain the confidential status of such
Confidential Information and not to use any such Confidential Information for
any purpose other than the purpose for which it was originally disclosed to
the receiving party, and not to disclose any of such Confidential Information
to any third party. No party shall disclose the other's Confidential
Information to its employees and agents except on a need-to-know basis.
6.2 PERMITTED DISCLOSURE. The parties acknowledge and agree that each
may disclose Confidential Information: (a) as required by law or the rules
of the National Association of Securities Dealers, Inc. or any applicable
securities exchange; (b) to their respective directors, officers, employees,
attorneys, accountants and other advisors, who are under an obligation of
confidentiality, on a "need-to-know" basis; (c) to investors or joint venture
partners, who are under an obligation of confidentiality, on a "need-to-know"
basis; or (d) in connection with disputes or litigation between the parties
involving such Confidential Information and each party shall endeavor to
limit disclosure to that purpose and to ensure maximum application of all
appropriate judicial safeguards (such as placing documents under seal). In
the event a party is required to disclose Confidential Information as
required by law, such party will, to the extent practicable, in advance of
such disclosure, provide the other party with prompt notice of such
requirement. Such party also agrees, to the extent legally permissible, to
provide the other party, in advance of any such disclosure, with copies of
any information or documents such party intends to disclose (and, if
applicable, the text of the disclosure language itself) and to cooperate with
the other party to the extent the other party may seek to limit such
disclosure.
6.3 APPLICABILITY. The foregoing obligations of confidentiality shall
apply to directors, officers, employees and representatives of the parties
and any other person to whom the parties have delivered copies of, or
permitted access to, such Confidential Information in connection with the
performance of this Agreement, and each party shall advise each of the above
of the obligations set forth in this Article VI.
-10-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
6.4 THIRD PARTY CONFIDENTIAL INFORMATION. Any Confidential Information
of a third party disclosed to any party shall be treated by such party in
accordance with the terms under which such third party Confidential
Information was disclosed; PROVIDED, HOWEVER, that the party disclosing such
third party Confidential Information shall first notify the other party that
such information constitutes third party Confidential Information and the
terms applicable to such third party Confidential Information and provided
further that any party may decline, in its sole discretion, to accept all or
any portion of such third party Confidential Information.
6.5 CONFIDENTIALITY OF AGREEMENT. Except as required by law or
generally accepted accounting principles, and except to assert its rights
hereunder or for disclosures to its own officers, directors, employees and
professional advisers on a need-to-know basis or in confidence to
investors, investment bankers, financial institutions or other lenders or
acquirers, each party hereto agrees that neither it nor its directors,
officers, employees, consultants or agents shall disclose the terms of this
Agreement or specific matters relating hereto without the prior consent of
the other party, which consent shall not be unreasonably withheld or delayed.
6.6 FUTURE BUSINESS ACTIVITIES. This Agreement shall not limit any
party's present and future business activities of any nature, including
business activities which could be competitive with the other party, except:
(a) to the extent such activities would involve a breach of the
confidentiality restrictions contained in this Article VI; (b) to the extent
provided in Section 5.3, or (c) as otherwise expressly provided herein.
Nothing in this Agreement will be construed as a representation or agreement
that the recipient of Confidential Information will not develop or have
developed for it products, concepts, systems or techniques contemplated by or
embodied in such Confidential Information, provided that such recipient does
not violate any of its obligations under this Article VI in connection with
such development.
ARTICLE VII
FEES AND PAYMENT
7.1 FEES. The Company shall pay to Yahoo, as full and complete
remuneration for the performance of all of Yahoo's obligations hereunder, the
fees and amounts that are set forth in EXHIBIT E attached hereto (the
"FEES"). All payments under this Agreement shall be made quarterly by wire
transfer to an account designated by Yahoo on or prior to the due date.
7.2 CURRENCY. In this Agreement, all references to currency shall be
references to the lawful currency of the United States of America.
7.3 TAXES. All Fees paid by the Company to Yahoo hereunder shall be
made without deducting any sales, goods and services, use and other similar
taxes imposed by any governmental authority concerning the use of the Yahoo
Properties in accordance with this Agreement (collectively, the "Taxes"), all
of which Taxes shall be paid by the Company. Further, all Fees paid by the
Company to Yahoo hereunder shall be made after deducting any excise and
customs duties and other similar taxes imposed by any governmental authority
-11-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
relating to the export of the Yahoo Properties, and all withholding taxes
that may be required by either the Korean or the United States governments
under the relevant tax laws and treaties (collectively, the "Other Taxes"),
all of which Other Taxes shall be paid by Yahoo.
7.4 WITHHOLDING. If any Korean withholding taxes are imposed on payments
to Yahoo by the Company under this Article VII, the Company shall withhold
such amounts, pay the same to the Korean tax authority, and promptly furnish
Yahoo with appropriate documentation of the amounts so withheld as soon as
practicable. The parties shall cooperate to make any necessary filings to
utilize the lowest withholding rate available under any treaty between Korea
and the United States.
7.5 ARMS LENGTH DEALINGS. The parties acknowledge and agree that,
although the amount of the Fees is intended to be an arms length
consideration for the performance of Yahoo's obligations under the Agreement,
and that the Fees have been agreed in the course of real bargaining between
the parties, the parties shall review the services actually performed by
Yahoo under this Agreement at the time of Yahoo's performance thereof and, if
mutually agreed, will negotiate for the payment to Yahoo of additional fees
in excess of the Fees set forth in the attached EXHIBIT D.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other parties that: (a) such
party has been duly incorporated and is validly existing under the laws such
party is incorporated; (b) such party has the full corporate right, power and
authority to enter into this Agreement and to perform the acts required of it
hereunder; (c) the execution of this Agreement by such party, and the
performance by such party of its obligations and duties hereunder, do not and
will not violate any agreement to which such party is a party or by which it
is otherwise bound; (d) when executed and delivered by such party, this
Agreement will constitute the legal, valid and binding obligation of such
party, enforceable against such party in accordance with its terms; and (e)
such party acknowledges that the other party makes no representations,
warranties or agreements related to the subject matter hereof that are not
expressly provided for in this Agreement.
ARTICLE IX
LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION
9.1 LIABILITY. EXCEPT AS PROVIDED IN SECTIONS 9.3 AND 9.4 AND TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ANY PARTY
BE LIABLE TO THE OTHER PARTIES FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES),
-12-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO,
LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
9.2 NO ADDITIONAL WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT AND
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NO PARTY MAKES ANY, AND EACH
PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS
AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE.
9.3 YAHOO INDEMNITY AND LIABILITY.
9.3.1 YAHOO INDEMNITY. Subject to the limitations set forth below,
Yahoo, at its own expense, shall indemnify, defend (or at Yahoo's option and
expense, settle,) and hold the Company and any Company Affiliates and their
officers, directors, employees, agents, distributors and licensees (the
"COMPANY INDEMNIFIED PARTY(IES)") harmless from and against any damages and
costs (including, without limitation, reasonable attorneys' fees and
expenses) awarded in a final adjudication or settlement, whether required to
be paid to a third party or otherwise incurred in connection with or arising
from any claim, suit, action or proceeding (collectively, a "CLAIM"), against
a Company Indemnified Party to the extent the basis of such Claim is that:
(a) the Yahoo Properties infringe any Intellectual Property Rights of a third
party; or (b) Yahoo does not have the right to license the Yahoo Properties
as set forth herein.
9.3.2 NO YAHOO LIABILITY. Notwithstanding the foregoing, Yahoo
assumes no liability for infringement claims arising from: (a) a combination
of the Yahoo Properties or any part thereof with other Components not
provided by Yahoo where such infringement would not have arisen from the use
of the Yahoo Properties or portion thereof absent such combination; (b)
modification of the Yahoo Properties or portion thereof by anyone other than
Yahoo or on its behalf where such infringement would not have occurred but
for such modifications; (c) continued infringing activity after the Company
has been notified of the infringement or informed of modifications that would
have avoided the infringement; (d) circumstances where the infringement is
incidental to an infringement arising primarily from the exercise of rights
other than those granted under this Agreement.
9.3.3 YAHOO INFRINGEMENT LIABILITY. If Yahoo receives notice of an
alleged infringement of a third party's intellectual property rights relating
to the Yahoo Properties, Yahoo at its option and expense, shall use all
reasonable efforts to: (a) obtain a license at no cost to the Company
permitting continued use of the Yahoo Properties on terms and conditions
consistent with the rights granted to the Company hereunder; (b) modify the
infringing portion of the Yahoo Properties to perform its intended function
without infringing third party rights; or (c) provide a substitute for such
infringing portion of the Yahoo Properties. If none of the foregoing options
are reasonably available to Yahoo, then upon written notice by Yahoo to the
Company,
-13-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
the Company shall thereupon take the necessary action to discontinue further
distribution of the infringing material to the extent that and only for so
long as such use would be infringing. TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, THIS SECTION SETS FORTH THE ENTIRE LIABILITY OF YAHOO WITH
RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT ARISING OUT OF
THIS AGREEMENT.
9.4 COMPANY INDEMNITY AND LIABILITY. Subject to the limitations set
forth below, the Company, at its own expense, shall indemnify, defend (or at
the Company's option and expense, settle, provided that the Company provides
Yahoo with prior notice of any settlement that will significantly affect
Yahoo's rights hereunder) and hold Yahoo and any Yahoo Affiliates and their
officers, directors, employees, agents, distributors and licensees (the
"YAHOO INDEMNIFIED PARTY(IES)") harmless from and against any damages and
costs (including, without limitation, reasonable attorneys' fees and
expenses) awarded in a final adjudication or settlement, whether required to
be paid to a third party or otherwise incurred in connection with or arising
from any liabilities related to the operation of Yahoo! Korea (other than
those liabilities for which Yahoo is responsible pursuant to the terms of
Section 9.3.1), including, without limitation, any Claim against a Yahoo
Indemnified Party to the extent the basis of such Claim is that: (a) Yahoo!
Korea, any Enhancements, or any Local Content infringes any Intellectual
Property Rights of a third party or contain any material or information that
is erroneous, obscene, defamatory, libelous, slanderous, violates any law or
regulation, is negligently performed, or that violates or breaches any duty
toward, or rights of any person or entity, including, without limitation,
rights of publicity, privacy or personality; (b) the Company does not have
the right to license the Local Content as set forth herein (other than as a
result of infringement by a Yahoo Property licensed to the Company by Yahoo
hereunder); (c) the Company has materially breached any of its duties,
representations or warranties under this Agreement; or (d) any products,
promotions or services of the Company or its Affiliates have resulted in any
consumer fraud, product liability, tort, breach of contract, injury, damage
or harm of any kind to any person or entity (other than as a result of
Content licensed to the Company by Yahoo hereunder). TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, THIS SECTION SETS FORTH THE ENTIRE LIABILITY OF THE
COMPANY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT
ARISING OUT OF THIS AGREEMENT.
9.5 PROCEDURE. All indemnification obligations under this Section 9
shall be subject to the following requirements: (a) the indemnified party
shall provide the indemnifying party with prompt written notice of any claim;
(b) the indemnified party shall permit the indemnifying party to assume and
control the defense of any action upon the indemnifying party's written
acknowledgment of the obligation to indemnify (unless, in the opinion of
counsel of the indemnified party, such assumption would result in a material
conflict of interest); and (c) the indemnifying party shall not enter into
any settlement or compromise of any claim without the indemnified party's
prior written consent, which shall not be unreasonably withheld. In
addition, the indemnified party may, at its own expense, participate in its
defense of any claim. In the event that the indemnifying party assumes the
defense of any such claim, the indemnifying party shall have no liability for
attorney's fees and costs incurred by the indemnified party.
-14-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
ARTICLE X
TERM
10.1 TERM. Unless earlier terminated as provided herein, this Agreement
shall be effective during the period (the "TERM") from the Effective Date of
this Agreement until the sooner of: (a) the date on which Yahoo and the
Company mutually agree to terminate this Agreement; (b) the date on which
this Agreement is terminated under Section 10.2 hereto; or (c) the date of
termination of the Joint Venture Agreement.
10.2 EARLY TERMINATION. Either Yahoo or the Company may terminate this
Agreement immediately upon written notice in the event of: (a) any material
breach of any warranty, representation or covenant of this Agreement by the
other party which remains uncured thirty (30) days after notice of such
breach; or (b) in the event of any bankruptcy, insolvency, receivership or
similar proceeding of the other party which continues for twenty (20) days
from filing.
10.3 RETURN OF INFORMATION. No party shall incur any liability
resulting from the termination of this Agreement, provided, however, that no
party shall be relieved of any liabilities arising from any obligation
incurred or any breach by such party prior to the termination of the
Agreement.
10.4 RETURN OF INFORMATION. Within thirty (30) calendar days after the
termination or expiration of this Agreement, each party hereto shall either
deliver to the others, or destroy, all copies of any tangible Confidential
Information of the other parties provided hereunder in its possession or
under its control, and shall furnish to the other parties an affidavit signed
by an officer of its company certifying that to the best of its knowledge,
such delivery or destruction has been fully effected.
10.5 REMAINING PAYMENT. Within forty-five (45) calendar days of the
expiration or termination of this Agreement, each party shall pay to the other
party all sums, if any, due and owing as of the date of expiration or
termination.
10.6 SURVIVAL. The respective rights and obligations of the parties
under Sections 2.6, 2.7, 5.2.1, 5.2.4, 10.3, 10.4, 10.5, 10.6 and Articles I,
VI, VIII, IX, and XI shall survive expiration or termination of this
Agreement. No termination or expiration of this Agreement shall relieve any
party for any liability for any breach of or liability accruing under this
Agreement prior to termination.
ARTICLE XI
MISCELLANEOUS
11.1 GOVERNING LAW. This Agreement shall be governed by and interpreted
under the laws of the State of California, without regard to its conflicts of
law provisions, and not under
-15-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
the Convention for the International Sale of Goods. Each of the Company and
Yahoo hereby consents and submits to the personal jurisdiction of the United
States and the state courts of the State of California, and expressly agrees
that the venue for any action arising under this Agreement shall be the
appropriate court sitting within the Northern District of California.
11.2 AMENDMENT OR MODIFICATION. This Agreement may not be amended,
modified or supplemented by the parties in any manner, except by an
instrument in writing signed on behalf of each of the parties by a duly
authorized officer or representative.
11.3 NO ASSIGNMENT. No party shall transfer or assign any rights or
delegate any obligations hereunder, in whole or in part, whether voluntarily
or by operation of law, without the prior written consent of the other
parties. Any purported transfer, assignment or delegation by any party
without the appropriate prior written approval shall be null and void and of
no force or effect. Notwithstanding the foregoing, each party shall have the
right to assign this Agreement to any successor of such party by way of
merger or consolidation or the acquisition of all or substantially all of the
business and assets of the assigning party relating to the Agreement.
11.4 NOTICES. Except as otherwise provided herein, any notice or other
communication to be given hereunder shall be in writing and shall be (as
elected by the party giving such notice): (a) personally delivered; (b)
transmitted by postage prepaid registered or certified airmail, return
receipt requested; (c) transmitted by electronic mail via the Internet with
receipt being acknowledged by the recipient by return electronic mail (with a
copy of such transmission concurrently transmitted by postage prepaid
registered or certified airmail, return receipt requested); (d) transmitted
by facsimile (with a copy of such transmission by postage prepaid registered
or certified airmail, return receipt requested); or (e) deposited prepaid
with a nationally recognized overnight courier service.. Unless otherwise
provided herein, all notices shall be deemed to have been duly given on: (x)
the date of receipt (or if delivery is refused, the date of such refusal) if
delivered personally, by electronic mail, facsimile or by courier; or (y)
three (3) days after the date of posting if transmitted by mail or by
electronic mail. Either party may change its address for notice purposes
hereof on not less than three (3) days prior notice to the other party
pursuant to this Section 11.4. Notice hereunder shall be directed to a party
at the address for such party which is set forth below:
To Yahoo: Yahoo! Inc.
3400 Central Expressway
Santa Clara, California 95051
Attention: Tim Koogle, President
Fax: (408) 731-3301
Copy to: John Place, General Counsel
To the Company: Yahoo! Korea Corporation
502 Kyungki Bldg., 184-4 Chungjeong-Ro 2-Ka,
Seodaemun-Ku, Seoul Korea 120-012
-16-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
Seoul, Korea
Attn: Jin Youm
Fax: 82-2-365-7911
To Yahoo Japan: 24-1 Nihonbashi-Hakozakicho
Chuo-ku
Tokyo 103 Japan
Attn: Masahiro Inoue
Fax:
11.5 ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and supersedes all
prior and/or contemporaneous agreements and understandings, written or oral
between the parties with respect to the subject matter hereof.
11.6 WAIVER. Any of the provisions of this Agreement may be waived by
the party entitled to the benefit thereof. No party shall be deemed, by any
act or omission, to have waived any of its rights or remedies hereunder
unless such waiver is in writing and signed by the waiving party, and then
only to the extent specifically set forth in such writing. A waiver with
reference to one event shall not be construed as continuing or as a bar to or
waiver of any right or remedy as to a subsequent event.
11.7 RECOVERY OF COSTS AND EXPENSES. If any party to this Agreement
brings an action against the other parties to enforce its rights under this
Agreement, the prevailing party shall be entitled to recover its costs and
expenses, including, without limitation, attorneys' fees and costs incurred
in connection with such action, including any appeal of such action.
11.8 SEVERABILITY. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
11.9 OTHER AGREEMENTS. No party shall agree to any contractual
provision or term in any agreement with any third party which contains a
provision or term which cause such party to be in breach of or violates this
Agreement.
11.10 NO THIRD PARTY BENEFICIARIES. Nothing express or implied in this
Agreement is intended to confer, nor shall anything herein confer, upon any
person other than the parties and the respective successors or assigns of the
parties, any rights, remedies, obligations or liabilities whatsoever.
11.11 WAIVER OF JURY TRIAL. EACH OF YAHOO, YAHOO JAPAN AND THE COMPANY
DO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND
-17-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
IRREVOCABLY WAIVE SUCH RIGHT ANY PARTY MAY HAVE TO A JURY TRIAL IN EVERY
JURISDICTION IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF
THE PARTIES HERETO AGAINST ANY OTHER PARTY HERETO OR THEIR RESPECTIVE
AFFILIATES, SUCCESSORS OR ASSIGNS IN RESPECT OF ANY MATTER ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND
DELIVERED BY ANY PARTY IN CONNECTION THEREWITH (INCLUDING, WITHOUT
LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT, AND ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR OTHERWISE
VOID OR VOIDABLE).
11.12 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts with the same effect as if all parties hereto had all
signed the same document. All counterparts shall be construed together and
shall constitute one agreement.
-18-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
IN WITNESS WHEREOF, the parties to this Agreement by their duly
authorized representatives have executed this Agreement as of the date first
above written.
YAHOO! KOREA CORPORATION YAHOO! INC.
By: /s/ JIN YOUM By: /s/ HEATHER KILLEN
------------------------ ------------------------
Name: Jin Youm Name: Heather Killen
Title: President and Title: Vice President
Chief Executive Officer
YAHOO! JAPAN CORPORATION
By: /s/ MASAHIRO INOUE
------------------------
Name: Masahiro Inoue
Title: President and
Chief Executive Officer
-19-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
EXHIBIT A
YAHOO! KOREA TECHNICAL SPECIFICATIONS
Yahoo will provide to the Company the following tools for use in
connection with Yahoo! Korea. Subject to the terms and conditions of this
Agreement, Yahoo reserves the right to add, delete and modify from this list
so long as the service is not degraded or interrupted significantly, and
Yahoo notifies the Company in advance and works with the Company in good
faith before making any such changes.
A. HTTP SERVER: A C program compiled on the hardware platform provided.
The initial version of HTTP software will be proprietary to Yahoo. Subject
to the terms and conditions of this Agreement, this software may be replaced
by third party software in the future.
B. SEARCH SERVER: A C program compiled on the hardware provided. This
software is proprietary to Yahoo. Subject to the terms and conditions of
this Agreement, Yahoo reserves the right to change the search engine to a
third party software at Yahoo's discretion without notice.
C. CGI SCRIPTS: These scripts are either written in C or in Perl. The
platforms must have Perl installed.
D. UTILITY SCRIPTS: These scripts are written in Perl or similar shell
languages. The platform must support cron jobs and have Perl, and other
required shell environments, installed.
E. LOG DATA TOOL: This software tool, which is proprietary to Yahoo, is
a set of CGI scripts written in Perl that summarize, analyze, and display
summary information regarding Log Data. Yahoo will use this tool to remotely
access Log Data collected by the Company pursuant to this Agreement.
F. AD SCHEDULING TOOLS (AKA "JFK"): These proprietary scripts, written
in C or Perl, are used to schedule and place advertisements throughout the
Yahoo Guide.
G. SURFING TOOLS: These proprietary scripts, written in C, Perl and
tcl/tk, are used to add/change/delete categories and URL listings into the
database.
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
EXHIBIT B
GUIDELINES FOR USE OF YAHOO TRADEMARKS
1. GENERAL. The Yahoo Brand Features will be used by the Company only in
connection with the exercise of the Company's rights pursuant to this
Agreement, and only with the promotion of the use of Yahoo Properties
pursuant to the terms of this Agreement and only in a manner consistent with
proper usage of the trademarks, trade names, service marks, service names and
other elements that are contained in the Yahoo Brand Features.
2. APPEARANCE OF LOGOS. Yahoo and the Company will use their best efforts to
ensure that the presentation of the Yahoo Brand Features shall be consistent
with Yahoo's use of the Yahoo Brand Features on Yahoo's URL listings. The
Company shall use the Yahoo Brand Features in a manner reasonably consistent
with other key third party content used by the Company in connection with
Yahoo! Korea.
3. NOTICES. All trademarks and service marks included in the Yahoo Brand
Features shall be designated with "SM", "TM", or "REGISTERED TRADEMARK", in
the manner directed by Yahoo.
4. APPEARANCE. Promptly following the Effective Date, and from time to time
during the Term, Yahoo shall provide the Company with written guidelines for
the size, typeface, colors and other graphic characteristics of the Yahoo
Brand Features, which upon delivery to the Company shall be deemed to be
incorporated into the "Yahoo Brand Guidelines" under this Agreement.
5. RESTRICTIONS UPON USE. Unless otherwise mutually agreed, the Yahoo Brand
Features shall not be presented or used by the Company:
A. in a manner that could be reasonably interpreted to suggest that any
editorial content other than the Yahoo Service has been authored by, or
represents the views or opinions of, Yahoo or any Yahoo personnel;
B. in a manner that is misleading, defamatory, libelous, obscene or
otherwise objectionable, in Yahoo's reasonable opinion;
C. in a way that infringes, derogates, dilutes or impairs the rights of
Yahoo in the Yahoo Brand Features;
D. for the purposes of promoting the sale, license or other transfer for
value of property or services, other than in connection with the promotion of
the sale and use of Yahoo! Korea; or
-ii-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
E. as part of a name of a product or service of a company other than
Yahoo, except as expressly provided in this Agreement.
6. REMEDY. The Company will make any changes to its use of the Yahoo Brand
Features as are requested by Yahoo.
7. REVISIONS. These Guidelines may be modified at any time by Yahoo upon
written notice to the Company.
-iii-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
EXHIBIT D
YAHOO! INC. INTERNATIONAL PRICING POLICY
PURPOSE
The purpose of this policy is to set forth guidelines for insertion orders
which are placed with Yahoo! or its subsidiaries whereby the contracted
impressions are to be provided in more than one country. This policy is
effective July 1, 1997.
SCOPE
This policy applies to Yahoo! Inc. and its subsidiaries.
OBJECTIVES
The Company's primary objective is to properly account for customer orders
which are taken in one country to run in another country or countries. The
accounting must be acceptable for local tax requirements, convenient for
customer billing and receipt of payments, provide equitable compensation to
sales representatives and sales management, and be mutually beneficial and
acceptable for Yahoo! and its jointly owned subsidiaries.
POLICY
REVENUE ALLOCATION
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
ORDER ADMINISTRATION, INVOICING, AND COLLECTION
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXX
COMMISSIONS
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
-iv-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
BAD DEBT
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXX
PROCEDURES
Due to the nature of these transactions and the constant evolution of
Yahoo!'s sales administration system and accounting system, procedures may
change frequently. The most current set of procedures will be provided by
Yahoo! upon request.
-v-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.
EXHIBIT E
FEES AND PAYMENTS
I. LICENSE FEE PER QUARTER
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
II. ANCILLARY PROPERTIES
Additional license fees to be mutually agreed upon by Yahoo and the Company
in the event that Yahoo provides any Ancillary Properties to the Company
pursuant to the terms of Section 2.2.
III. PAYMENT TERMS
Payable in full to Yahoo on the Effective Date of the agreement, and on the
final business day of each three month period thereafter for the term of this
Agreement.
-vi-
[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.