BookZillion.com: Web Site Linking Agreement

  1. BOOKZILLION.COM’S OBLIGATIONS
    BookZillion.com. agrees to place a hypertext link (the “Link”) to Linking Party’s Web Site in its standard format for the term of the Agreement.
  2. LINKING PARTY’S OBLIGATIONS
    Linking Party hereby grants to BookZillion.com, for the Term of this Agreement as provided for in Section 6, below, (the “Term”), a nonexclusive right to establish the Link to Linking Party’s World Wide Web Site. In addition, Linking Party grants to BookZillion.com a nonexclusive license to use, in connection with establishing this Link, certain intellectual property owned by Linking Party, including, but not limited to, copyrighted images, copyrighted text and trademarks.
  3. CONTENT OF LINKING PARTY’S WEB SITE
    Linking Party agrees to notify BookZillion.com of any significant changes to the content or structure of its Web Site within fifteen (15) days of the change. Linking Party further agrees to maintain the quality of its Web Site such that it is appropriate for users of the BookZillion.com Web Site.
  4. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS
    1. Linking Party represents and warrants that it has duly registered the domain name of its Web Site with all required authorities and possesses and will maintain all rights necessary to use, and grant BookZillion.com a license to use, such domain name.
    2. Linking Party further represents and warrants that no content or materials available at the Linking Party’s Web Site (including, without limitation, content and materials supplied by users of Linking Party’s Web Site) infringes any valid rights of any third party, including, but not limited to any copyright, patent, trademark or other proprietary right.
    3. Linking Party further represents and warrants that no content or materials available at the Linking Party’s Web Site (including, without limitation, content and materials supplied by users of Linking Party’s Web Site) infringes any applicable law, regulation or nonproprietary third-party right.
    4. Linking Party hereby agrees to defend, indemnify and hold BookZillion.com, its shareholders, directors, officers, employees, parent companies, subsidiaries, and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, and taxes, civil and criminal, and all costs, expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection therewith, which any of them may incur or to which any of them may be subjected, arising out of or relating to a breach of the Linking Party’s representations and warranties.
  5. DISCLAIMER OF WARRANTY
    THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL BOOKZILLION.COM BE LIABLE FOR DAMAGES, DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUFFERED BY THE LINKING PARTY, USER, OR OTHER THIRD PARTY ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL GROUND OF ACTION.
  6. TERM AND TERMINATION
    1. This Agreement shall be effective upon Your indication that You have accepted this Agreement by ‘clicking through’ the acceptance button on the BookZillion.com website and shall remain in force unless otherwise terminated as provided herein.
    2. Immediate Right of Termination. BookZillion.com shall have the right to immediately terminate this Agreement if it is determined that Linking Party or Linking Party’s Web Site would or would tend to:
      • Violate or infringe the copyright, trademark or other rights of third parties, or any other law, court order, governmental regulation or other ruling of any governmental agency or entity; or
      • Subject BookZillion.com to any liability.
    3. Right to Terminate on Notice. Either party may terminate this Agreement on fifteen (15) days written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the fifteen (15)-day period, the breaching party fails to cure such breach.
    4. Post-Termination Rights. It is understood and agreed that termination shall not entitle Linking Party to any compensation by BookZillion.com on any grounds whatsoever, including, but not limited to, lost profits, loss of goodwill, or consequential, direct, indirect, punitive, or exemplary damages.
  7. RELATIONSHIP OF PARTIES AND OWNERSHIP
    1. Nothing contained herein shall constitute this arrangement to be a joint venture or a partnership between BookZillion.com and Linking Party. Each party shall be solely responsible for and shall hold the other harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen’s compensation.
    2. As between BookZillion.com and Linking Party, all right, title and interest in and to all trademarks, copyrights, design, look and feel, including without limitation the “BookZillion.com” trademark, content, graphics and other materials of any type appearing on or in the BookZillion.com Web Site and all technology related thereto are owned by BookZillion.com.
  8. NOTICE
    Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested; or by Federal Express; or via e-mail.
  9. GENERAL
    1. Force Majeure. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
    2. Governing Law. Any action related to this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. The Parties agree that any legal proceeding arising out of or in connection with this Agreement shall be brought in a state or federal court in Boston, Massachusetts, and hereby waive any jurisdictional or venue defenses otherwise available to it.
    3. Equitable Relief. Linking Party acknowledges that a breach by it of this Agreement may cause BookZillion.com irreparable damage that cannot be remedied in monetary damages in an action of law. In the event of any breach that could cause irreparable harm to BookZillion.com, or cause some impairment or dilution of its reputation, BookZillion.com shall be entitled to an immediate injunction, in addition to any other legal or equitable remedies.
    4. Assignability. Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
    5. Waiver. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
    6. Severability. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.