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EXHIBIT 10.27
DATABASE LICENSE AGREEMENT - WIRELESS INTERNET
SECTION I - LICENSED USE
A. PARTIES ("PARTIES")
infoUSA: InfoUSA Inc., a Delaware corporation
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LICENSEE: Intelligent Information, Inc., a Delaware corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EFFECTIVE DATE: December 28, 1999
The following is the Agreement of the Parties concerning the use of the infoUSA
Database and the infoUSA Content (defined below) by Licensee.
B. TERM ("TERM")
The term of this Agreement will be for three (3) years commencing from the
Effective Date, unless earlier terminated pursuant to Paragraph 5 of Section
III.
C. DATA TO BE DELIVERED BY infoUSA ("infoUSA DATABASE, infoUSA CONTENT")
infoUSA has created, and exclusively owns, a database of information on
approximately 11 million businesses in the United States and Canada, and
approximately 96 million individuals in the United States (the "infoUSA
Database").
APPROXIMATELY ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ (THE "US
BUSINESS FILE" AND THE "CANADIAN BUSINESS FILE") AND 96 MILLION INDIVIDUALS IN
THE UNITED STATES (THE "WHITE PAGE FILE") contained within the infoUSA Database
and that include the data elements described in Section IV (the "infoUSA
Content") are being licensed by infoUSA to Licensee pursuant to this Agreement.
D. LICENSED USE OF THE infoUSA DATABASE AND THE infoUSA CONTENT (THE
"SERVICE") AND THE infoUSA BRAND FEATURES
1) Subject to the terms and conditions of this Agreement, infoUSA
hereby grants Licensee a limited, non-exclusive,
non-transferable license for the Term to use the infoUSA
Database and the Codemaster (defined in Section III, paragraph
1) and to use, reproduce, distribute, display and transmit the
infoUSA Content.
Licensee may reproduce, distribute, display and transmit
(collectively, "Display") the infoUSA Content in electronic
form as a part of the Service (defined below) and may permit
Users (defined in Section III, paragraph 1) to search for,
locate and subsequently view (collectively "Access") such
infoUSA Content.
The method of delivery of the infoUSA Database and infoUSA
Content to Licensee by infoUSA is described in Section IV.
2) THE SERVICE: The Service is a wireless directory assistance
and call completion service Licensee provides to Co-Branders
(defined in (b) below) so that such Co-Branders can make
certain services available to Users via wireless devices and
to the extent that Users are required to implement certain
features of the Service, through Co-Branders web-sites on the
Internet, and which will use the infoUSA Content as follows:
a) WIRELESS TELEPHONE DIRECTORY ASSISTANCE AND CALL COMPLETION
SERVICE. Licensee will maintain and operate the Service during
the Term in order to enable Users to search for and locate the
infoUSA Content in the following manner and to subsequently
Access the infoUSA Content:
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exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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- The Service shall permit Users to search by one
business category, a business name or a person's
name in a User-defined geography.
- In response to such search, the Service will
display a Page of listings of businesses or
persons which show business (person) name, street
address and telephone number (no zip code)(a
"Listing").
- No page shall show more than 3 Listings at one
time
- Except as may be required in connection with the
permitted uses hereunder, there shall be no
downloading, electronically capturing or copying
of infoUSA data.
- Except as may be required in connection with the
permitted uses hereunder, the directory
assistance and call completion features will not
be made available to Users via the Internet.
From time to time, infoUSA may provide written notice to
Licensee regarding a change to the search and display
provisions described herein, and, upon mutual agreement by
both parties Licensee agrees to make such changes within
thirty (30) days of receipt of infoUSA's notice.
b) CO-BRANDING
Licensee shall be entitled to enable the Service through
either its own or any of its distributors' wireless services
("Co-Branding"), and as required to implement certain features
of the Service through Co-Branders web-sites . Co-Branding
shall mean that any such Licensee distributor (hereinafter
"Co-Brander") may offer directory assistance with infoUSA
Content, a hyperlinked logo (as described in section F1) on
such Co-Branded Site.
Licensee shall provide infoUSA with quarterly reports
identifying by name all Co-Branded sites which have access to
the infoUSA Database through the Service.
3) Subject to the terms and conditions of this Agreement, infoUSA
hereby grants Licensee a limited, non-exclusive,
non-transferable, worldwide, fully-paid license for the Term
to use, reproduce and display infoUSA's trademarks, service
marks, logos and other distinctive brand features that are
used in the infoUSA Content, and infoUSA's products to be
promoted by Licensee pursuant to Section F below (collectively
"infoUSA Brand Features"). The infoUSA Brand Features are set
forth on Appendix A, which is attached hereto and incorporated
herein by this reference.
Licensee may only use, reproduce and display the infoUSA Brand
Features as reasonably necessary in order to perform its
obligations under this Agreement. Licensee acknowledges that
infoUSA is the owner of the infoUSA Brand Features, and any
trademark applications and/or registrations thereto, and
agrees that it will do nothing inconsistent with such
ownership. Licensee may however distribute its Service
containing infoUSA brand features & infoUSA data via
web-Portals, Mobile Phone carriers (as described in Section
ID2)
4) Licensee will not pursue any infoUSA customers or licensees
for purposes of providing the Service incorporating the
infoUSA Content to such customers or licensees without the
prior written approval by infoUSA. However, distribution as
described in this Section ID2 and ID3 above will be permitted.
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exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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E. LEGAL, COPYRIGHT AND OTHER NOTICES
To the extent technically feasible, Licensee shall continuously display
the infoUSA logo and copyright notice ("Display Items") on all screens
where InfoUSA Content is displayed. Where applicable, the Display Items
will at all times conform to the specifications set forth in Appendix
A.
At such time as it becomes technically and economically feasible to do
so, License shall hyperlink the Display Items to infoUSA 's website to
permit Users to purchase infoUSA products such as sales leads and
mailing labels and business credit reports, and infoUSA will pay
Licensee a Revenue Share for sales of the products as described in
Section II, F5.
F. PROMOTION OF infoUSA PRODUCTS
In partial consideration of the licenses granted to Licensee in this
Agreement, Licensee shall make, to the extent it is both technically and
economically feasible to do so, commercially reasonable efforts to promote
infoUSA's products as follows:
1) BUTTONS: The Licensee will post on the screens of its Service the
following advertisements in the form of buttons ("Buttons"). Such Buttons will
provide a hyperlink to the infoUSA web site that will allow Users to link to the
▇▇▇▇▇▇▇.▇▇▇ web site to purchase the following services:
a) SALES LEADS AND MAILING LABELS: Allows Users to purchase infoUSA
Content in a mailing list format through the Service. Licensee will
feature Button on the search results screen for every Category search
on the Service. The Button will be prominently placed on the search
results screen so those Users do not have to scroll to view on a
640x480 screen.
b) BUSINESS CREDIT REPORTS: Allows Users to purchase infoUSA Content in
a print report format through the Service. Licensee will feature a
Button on the search results screen beside every business Listing.
InfoUSA acknowledges that due to the constraints inherent in the design of
wireless small screen devices, it may not be possible for Licensee to promote
infoUSA's products in this manner.
SECTION II -- LICENSE FEES & ROYALTIES
G. LICENSE FEES & ROYALTIES
In partial consideration for the licenses granted pursuant to Section
1D above, Licensee shall pay infoUSA as follows:
1) MINIMUM CPM FEES:
Licensee shall pay infoUSA [*]:
a) CPM Royalties as described in paragraph 2 below; or
b) An [*] as follows:
[*]
[*]
Licensee [*] as follows:
[*]
2) CPM ROYALTIES: [*]. "Page" is defined as any display of either a
Listing or a Record (as defined in
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exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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Section ID2). For [*].
3) REPORTING: Within thirty (30) days following the close of each month
during the term of this Agreement, Licensee will supply infoUSA with a
CPM Report and once the [*].
4) UPDATE FEE: There will be [*] for each infoUSA Update (defined in
Section IV).
5) [*]: infoUSA will [*] the Buttons (described in Section II F1 above),
and which orders have been electronically fulfilled from infoUSA's
web-site.
6) [*]
The provisions of [*] will be described in greater detail in a [*],
which will be mutually agreed to by infoUSA and Licensee and attached
to this Agreement through an amendment at a later date.
SECTION III - TERMS & CONDITIONS
1. DEFINITIONS.
1.1 User refers to any company, organization or individual, which has
access to the infoUSA Content for personal, noncommercial use through the
Service.
1.2 CODEMASTER refers to the Codemaster Data Table and Abbreviation Table.
The CODEMASTER is to be used by Licensee for internal purposes only, and is
provided by infoUSA so that Licensee is able to interpret the infoUSA Database
raw data.
1.3 "Direct Competitor(s)" shall mean Acxiom, Experian, The Polk Company,
Dun & Bradstreet, International Business Lists, ▇▇▇▇▇-▇▇▇▇▇ and TransUnion, and
any other parties which directly compete, as a primary part of their business,
with infoUSA in the data compilation or direct marketing industry. From
time-to-time during the Term the infoUSA may revise the list of Direct
Competitors with Licensee's written consent, which consent shall not be
unreasonably withheld.
2. UNAUTHORIZED USE.
2.1 Any use by Licensee or any User of the infoUSA Database, the infoUSA
Content, the infoUSA Brand Features or any other item of infoUSA's proprietary
or intellectual property (together with the infoUSA Brand Features, collectively
the "infoUSA Intellectual Property") which is not expressly authorized in this
Agreement or reasonably contemplated thereby is strictly prohibited. Without
limiting the generality of the foregoing, unless specifically permitted by this
Agreement or unless authorized in writing by infoUSA (which authorization may be
withheld unreasonably), Licensee and the Users are expressly prohibited from (i)
Co-branding the Service with, or otherwise providing the Service on behalf of,
any third-party, (ii) sublicensing or reselling the infoUSA Database or any
infoUSA Content; (iii) using or allowing third parties to use any infoUSA
Content for the purpose of compiling, enhancing, verifying, supplementing,
adding to or deleting from any mailing list, geographic or trade directories,
business directories, classified directories, classified advertising, or other
compilation of information which is sold, rented, published, furnished or in any
manner provided to a third party; (iv) using the infoUSA Database, any infoUSA
Content or any infoUSA Intellectual Property in any service or product not
specifically authorized in this Agreement, offering it through any third party
or disclosing it to anyone other than a User; or (v) disassembling, decompiling,
reverse engineering, modifying or otherwise altering the infoUSA Database or any
infoUSA Content. Licensee agrees that it will notify infoUSA promptly in the
event it becomes aware of any use or disclosure of the infoUSA Database or any
infoUSA Content which is not permitted by this Agreement.
2.2 Licensee shall use reasonable efforts to notify Users that they are not
permitted to create mailing or telemarketing lists. Licensee will house the
infoUSA Content on the Internet behind firewalls and will use reasonable efforts
to prevent unauthorized usage or copying of the infoUSA Database or the infoUSA
Content. Without limiting the foregoing Licensee will take reasonable
precautions to: a) Protect the integrity of the infoUSA Database and the
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exhibit pursuant to a request for confidential treatment and filed separately
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infoUSA Content; b) Control access to the infoUSA Content; and, if applicable c)
Reasonably ensure that the amount of usage of the infoUSA Content is accurately
recorded.
2.3 Licensee acknowledges that any unauthorized use of the infoUSA
Database, any infoUSA Content or any infoUSA Intellectual Property will cause
irreparable harm and injury to infoUSA for which there is no adequate remedy at
law. In addition to all other remedies available under this Agreement, at law or
in equity, Licensee further agrees that infoUSA shall be entitled to injunctive
relief in the event Licensee uses the infoUSA Database, any infoUSA Content or
any infoUSA Intellectual Property in violation of the limited license granted
hereunder.
3. LICENSE FEES AND ROYALTIES.
3.1 Any royalties or fees payable under this Agreement by Licensee, which
are not paid when due, shall accrue interest at the [*], or the highest
percentage permitted by applicable state law, from the due date until paid.
3.2 No more frequently than once in any twelve month period, Licensee shall
permit infoUSA to audit its accounts, books and records, as they relate to
Licensee's rights or obligations hereunder, at infoUSA's expense and at a
mutually agreed upon time upon reasonable notice. The right granted under this
Section 3.2 shall exist during the term of this Agreement and for one year
thereafter. Upon concluding any audit, infoUSA shall notify Licensee of the
results thereof. In the event that infoUSA notifies Licensee that an adjustment
must be made to the royalties and/or fees previously paid by Licensee hereunder,
the parties shall use their best efforts in good faith to agree upon the amount
of any such adjustment. Any such adjustment shall be paid within 5 business days
after such agreement is reached. In the event the parties agree that the total
amount of royalties and/or fees previously paid was less than the amount
required to be paid under this Agreement and such deficiency is [*] or more of
the amount previously paid, [*].
3.3 Unless otherwise specified in this Agreement, Licensee acknowledges
that termination of this Agreement shall not terminate, diminish or otherwise
affect Licensee's obligation to pay license fees or any fees or costs which have
accrued under this Agreement.
4. DELIVERY.
4.1 If Licensee should be in material default of the Agreement infoUSA may,
in its sole discretion, withhold infoUSA Updates.
4.2 Licensee shall make available to infoUSA access to the Service [*], so
that infoUSA can understand and monitor the use of the infoUSA Content as
incorporated into the Service, and to approve such use prior to its release.
5 TERMINATION.
5.1 Either party may terminate this Agreement as follows: (a) if the other
party materially breaches any term or condition of this Agreement (except as
otherwise provided in paragraphs 5.2 or 5.3 of this Agreement) and fails to
remedy such breach within thirty (30) days after written notice of such breach;
or (b) if the other party becomes subject to any receivership, insolvency,
bankruptcy, moratorium or similar proceeding for more than thirty (30) days
5.2 infoUSA may terminate this Agreement immediately if (a) Licensee
participates in any unauthorized use of the infoUSA Database, the infoUSA
Content or the infoUSA Brand Features (including, without limitation,
participating in or allowing a third partie's unauthorized use thereof or
failing to maintain controls as outlined in paragraph 2.2 above; (b) Licensee
fails to pay any amount due hereunder within 10 days after receiving notice from
infoUSA that such payment is past due; (c) all or substantially all of the
assets of Licensee are sold, assigned or otherwise transferred to any Direct
Competitor; (d) 50% or more of the equity securities or voting interests of
Licensee or the ultimate parent of Licensee is sold, assigned or otherwise
transferred in a single transaction or a series of related transactions to a
Direct Competitor; (e) Licensee or its ultimate parent is a party to a merger,
consolidation or other similar transaction with a Direct Competitor; or (e)
Licensee has materially breached any term or condition of this Agreement on 3 or
more occasions, even if previous breaches were cured in accordance with the
provisions of Paragraph 5.1(a).
5.3 Upon termination of this Agreement for any reason, Licensee shall (i)
ensure that all copies of the infoUSA Database, the infoUSA Content and any
related data and information is deleted from its computers and, if applicable
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the computers of a third-party Processor; (ii) cease any and all use of the
infoUSA Database, infoUSA Content and infoUSA Brand Features; (iii) return or
destroy all copies, whether in print, tape or other media, of any of the infoUSA
Database, infoUSA Content or infoUSA Brand Features in its possession to infoUSA
no later than five (5) days after termination of this Agreement; and, (iv)
certify in writing within ten (10) days after termination of this Agreement that
Licensee has deleted or returned to infoUSA all copies of the infoUSA Database,
infoUSA Content and infoUSA Brand Features.
6. PROPRIETARY RIGHTS. Licensee acknowledges that all rights, title and
interest to the infoUSA Database, the infoUSA Content and the infoUSA Brand
Features, regardless of the forms of media in which such may be contained, shall
be and are retained by infoUSA, subject to the license granted to Licensee under
this Agreement.
7. CONFIDENTIALITY. The Confidentiality, Non-Disclosure and
Non-Solicitation Agreement previously executed by the Parties is expressly
incorporated herein by this reference, and the terms thereof shall survive the
termination of this Agreement.
8. DISCLAIMER OF WARRANTY, LICENSEE'S WARRANTIES; LIMITATION OF REMEDY, AND
LIMITATION OF LIABILITY.
8.1 Except for its obligation to update the Database for the Term of the
Agreement, the infoUSA Content is licensed on an "AS IS" basis without
guarantee. infoUSA does not guarantee that the infoUSA Database or the infoUSA
Content will meet the Licensee's or any User's requirements; that it will
operate in the combinations, or in the equipment, selected by the Licensee or
any User; or that its operation will be error-free or without interruption.
infoUSA MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE
infoUSA DATABASE OR THE infoUSA CONTENT, INCLUDING, WITHOUT LIMITATION, ANY
EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF
MERCHANTABILITY.
InfoUSA warrants and represents that it (a) it has the necessary power and
authority to enter into and perform its obligations under this Agreement and has
properly authorized the same by all requisite action; (b) it has all necessary
rights to grant the license under this Agreement; and (c) the infoUSA Database
and associated trademarks do not infringe upon any Intellectual Property Rights
of any third party. Notwithstanding any other provision in this Agreement,
infoUSA shall defend or settle at its own expense any claim or suit against
Licensee arising out of or in connection with an assertion that the infoUSA
Database infringes any Intellectual Property Rights, and infoUSA shall indemnify
and hold harmless Licensee from damages, costs, and attorneys' fees, incurred in
such suit or in the defense or the settlement thereof.
Licensee warrants and represents that it (a) it has the necessary power and
authority to enter into and perform its obligations under this Agreement and has
properly authorized the same by all requisite action; (b) it has all necessary
rights to accept the license granted to Licensee under this Agreement; and (c)
the Service, including any other database content and software and associated
trademarks does not knowingly infringe upon any Intellectual Property Rights of
any third party. Notwithstanding any other provision in this Agreement, Licensee
shall defend or settle at its own expense any claim or suit against infoUSA
arising out of or in connection with an assertion that the Service or any
portion thereof infringes any Intellectual Property Rights, and Licensee shall
indemnify and hold harmless infoUSA from damages, costs, and attorneys' fees, if
any, finally awarded in such suit or the amount of the settlement thereof.
8.2 Following the delivery of the infoUSA Database or any infoUSA Update,
infoUSA shall not be liable to Licensee or any third party in any way whatsoever
due to, or as a result of, any modification or alteration of the infoUSA
Database or the infoUSA Content by Licensee or by any other Person.
8.3 EXCEPT FOR ANY LIABILITY ARISING PURSUANT TO 8.1(c) infoUSA'S ENTIRE
LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL IN NO
EVENT EXCEED THE AMOUNT OF FEES PAID BY LICENSEE IN THE YEAR IN WHICH infoUSA IS
FOUND TO BE LIABLE.
8.4 NEITHER PARTY SHALL NOT LIABLE FOR INDIRECT, SPECIAL CONSEQUENTIAL OR
INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR ANY CLAIM OR DEMAND OF A SIMILAR
NATURE OR KIND, WHETHER ASSERTED BY A PARTY OR BY ANY OTHER PARTY, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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with the Securities and Exchange Commission.
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9. FORCE MAJEURE. Except for the payment of money, neither party shall be
liable for delays or failures in performance resulting from acts beyond the
reasonable control of such party. Such acts shall include but not be limited to
acts of God, riots, acts of war, and other disasters. In the event such an act
occurs, the party whose performance is delayed or affected will give prompt
notice to the other party, stating the period of time the delay or failure is
expected to continue.
10. ASSIGNMENTS. Licensee shall not assign this Agreement, or delegate or
subcontract any of its obligations hereunder.
11. MODIFICATION. No modification of this Agreement shall be binding upon
the Licensee and infoUSA unless made in writing and signed by duly authorized
officers of both parties.
12. WHOLE AGREEMENT. This Agreement does not constitute an offer by infoUSA
and it shall not be effective until signed by both parties. This Agreement
constitutes the entire Agreement between the parties with respect to its subject
matter and supersedes all prior and contemporaneous communications, negotiations
and agreements with respect thereto.
13. WAIVERS. The failure of either party to require the performance of any
term or condition of this Agreement shall not prevent any subsequent
enforcement of this term or condition, nor shall it be deemed a waiver of any
other different or subsequent breach.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nebraska, without regard to Nebraska's
conflicts of laws principles and both parties consent to the exclusive
jurisdiction of the state or federal courts located in Omaha, ▇▇▇▇▇▇▇ County,
Nebraska.
15. SEVERABILITY. A decision by any court of competent jurisdiction
invalidating or holding unenforceable any part of this Agreement will not
affect the validity and enforceability of any other part of this Agreement. If
any part of this Agreement is found to be invalid or unenforceable, that part
will be amended to achieve as nearly as possible the objectives of the original
provision within the limits of applicable law.
16. NO THIRD PARTY BENEFICIARIES. This Agreement is made solely and
specifically between and for the benefit of the parties signatory hereto, and
no other person or entity whatsoever shall have any rights, interests or claims
hereunder or be entitled to any benefits under or on account of this Agreement
as a third party beneficiary or otherwise.
17. RELATIONSHIP OF PARTIES. This Agreement does not create a joint
venture, agency relationship or partnership between infoUSA and Licensee, and
each will act independently of the other. Neither party is empowered to bind or
commit the other to any contract or other obligation.
18. COMPLIANCE. Licensee shall use, and shall ensure that its Users use,
the infoUSA Database and the infoUSA Content in strict compliance with all
applicable federal, state and local laws, rules and regulations, including but
not limited to those concerning fax and/or e-mail transmissions, direct
marketing. Licensee further covenants and agrees that it shall not use the
infoUSA Content in any combination, manner, apparatus, method, system or
process which directly or indirectly infringes or violates the copyright,
patent or other intellectual property rights of any other party.
19. TAXES. Licensee shall be responsible to pay all taxes of any type,
nature or description (including, but not limited to, sale, use, gross
receipts, excise, import or export) imposed on the transactions, products or
services described in this Agreement, except for taxes imposed on or measured
by infoUSA's corporate income.
20. HEADINGS. The title of each Exhibit or Appendix and the headings or
titles preceding the text of the Sections or Paragraphs are inserted solely for
convenience of reference, and shall not constitute a part of this Agreement,
nor shall they affect the meaning, construction or effect of this Agreement.
The parties have each participated in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.
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21. QUALITY STANDARDS. Each of infoUSA and Licensee shall at all times
conduct all aspects of its business which relate to this transaction in a
professional manner that will reflect favorably upon the other party, so as to
protect the reputation of the other party, its products and services.
22. INCLUSION OF NOTICES. Licensee will not alter or impair any
acknowledgment of copyright or other intellectual property right of infoUSA
that may appear in the infoUSA Database, the infoUSA Content or the infoUSA
Brand Features, and shall include all copyright, trademark and other similar
notices that infoUSA may reasonably request on the screens of the Service and
as a part of the promotional efforts described in Section 1F above.
23. ALTERATION OF BRAND FEATURES. infoUSA shall notify Licensee if it
changes or adds to its Brand Features, and Licensee shall, within 30 days after
receiving such notification, incorporate such changed or added Brand Features
into the Service, the Buttons, the Banner Ads or any other of infoUSA's
products to be promoted by Licensee pursuant to Section1 F above.
24. REMEDIES. Except as otherwise provided in this Agreement, the remedies
contained in this Agreement are cumulative and non-exclusive and may be
utilized in addition to all other remedies available to either party at law or
in equity.
SECTION IV - NOTICES/DATABASE SPECIFICATIONS
1) NOTICES.
Any notice required to be provided under this Agreement shall be given in
writing and shall be deemed effectively given upon personal delivery, deposit in
the U.S. post office as certified or registered mail, deposit in a private next
day delivery service with written verification of receipt or when sent by
confirmed telefax to the following individuals:
If to Licensee:
▇▇. ▇▇▇▇ ▇▇▇▇
Manager, Content, Brands and Commerce
Intelligent Information Incorporated.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
- From time to time, infoUSA receives urgent requests to remove or modify
certain listings. In such cases, Licensee can be contacted via e-mail at
the following address:
E-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
If to infoUSA: infoUSA Inc.
▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Director, Internet License Division
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
infoUSA Inc.
▇▇▇▇ ▇.▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Counsel
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
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2) DELIVERY Within 15 business days after the Effective Date, infoUSA
will deliver the most recent version of the infoUSA Database and the Codemaster
to Licensee at the following address:
▇▇. ▇▇▇▇ ▇▇▇▇
Manager, Content, Brands and Commerce
Intelligent Information Incorporated
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Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
3) UPDATES Each month thereafter, infoUSA will deliver to Licensee a
full-file White Page File, a full-file Canadian Business File, and a
transaction-file U.S. Business File updated version of the infoUSA
Content, as well as an updated CodeMaster ("infoUSA Update").
4) DATA ELEMENTS The infoUSA Content will contain data elements, where
available, as follows:
a) US FILE
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DESCRIPTION LENGTH
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Business Name 30
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Address 30
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City 16
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State Abbreviation 2
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Zip Code 5
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Zip+4 Code 4
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FILLER 3
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FILLER 4
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Area Code & Phone Number 10
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Last Name 14
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First Name 11
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Professional Title 3
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Primary SIC Code 6
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Franchise/Specialty 6
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Industry Specific Code 1
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Transaction Code 1
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Yellow Page Code 5
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Secondary SIC Group #1 19
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Secondary SIC Group #2 19
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Secondary SIC Group #3 19
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Secondary SIC Group #4 19
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ABI Number 9
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Latitude 9
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Longitude 9
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Census Tract 6
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Block Group 1
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Match Level 1
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Intelligent Information, Incorporated. Page 9 03/06/00
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
10
b) US WHITE PAGE FILE
infoUSA WHITE PAGE COMPILATION
Record Layout
POSITION LENGTH NAME DESCRIPTION
1-20 20 Last Name Last Name of Resident
21-35 15 First Name First Name of Resident
36-50 15 Middle Name Middle Name of Resident
51-65 15 Nickname Nickname of Resident
66-68 3 Generational Generational of Resident
69-72 4 Title Title of Resident
73-76 4 Professional Suffix Professional Suffix of Resident
77-96 20 2nd person Last Name Last Name of 2nd person if Different from Resident
97-111 15 2nd person First Name First Name of 2nd person
112-126 15 2nd person Middle Name Middle Name of 2nd person
127-141 15 2nd person Nickname Nickname of 2nd person
142-144 3 2nd person Generational Generational of 2nd person
145-148 4 Title of 2nd person Title of 2nd person
149-152 4 2nd person Prof. Suffix Professional Suffix of 2nd person
153-162 10 House Number House Number
163-164 ▇ ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Pre-directional
165-189 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Name without Directional or Suffix
190-193 ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name Suffix
194-195 ▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Post-Directional
196-205 10 Apartment Number Apartment Number, Floor Number, etc.
206-206 ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Flag from Code 1
S = Normal Street Address
G = General Delivery
P = PO Box
R = Rural Route or HC Addresses
H = High Rise Apartment
F = Firm Record
Blank = Unable to ZIP+4
207-234 28 Suburban City City Abbreviation from Directory
235-262 28 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇-▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ Abbreviation
265-269 5 ZIP Code ZIP Code
270-273 4 ZIP+4 ZIP+4
274-277 4 Carrier Route Carrier Route Code
278-279 2 State Code State Code
280-282 3 County Code County Code
283-285 3 Area Code Area Code
▇▇▇-▇▇▇ ▇ Phone Number Phone Number
▇▇▇-▇▇▇ ▇ DPB Delivery Point Bar Code
296-305 10 Record ID # Household ID #
▇▇▇-▇▇▇ ▇ Phone Type Flag Indicates Presence of Teenline, Fax, Modem
1 = Modem Number
2 = "TDD" appears with phone number
Intelligent Information, Incorporated. Page 10 03/06/00
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
11
4 = "TTY" appears with phone number
8 = Cellular, Mobile or Car Phone
16 = No Solicitation Record
32 = Additional Phone listed
64 = Teenline, Teen Phone or Children's Phone
128 = Fax
512 = Probable Business
1024 = Pager
2048 = Unlisted or Blank Phone Number
▇▇▇-▇▇▇ ▇ Latt Latitude (6 decimal places)
319-327 9 Long Longitude (6decimal places)
328-328 1 Mtchl Match ▇▇▇▇▇
▇▇▇-▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tract
335-335 1 Block Group Block Group
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*SEE COMMENTS BELOW
336-336 1 No Solicitation* No Solicitation Flag
1 = "No Solicitation" flag in book
2 = Record in DMA Telephone File
3 = Record in DMA Mailing File
4 = Record in DMA Telephone and Mailing File
5 = Record in State Supplied Suppression File
6 = infoUSA suppression file, record must be
suppressed
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*SEE COMMENTS BELOW
337-337 1 Deceased Flag* Records Flagged as Deceased
0 = Neither Party Deceased
1 = First Person Deceased
2 = Second Person Deceased
3 = Both Persons Deceased
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338-341 4 MSA Code Metropolitan Statistical Area Code
Unless noted, all fields will be left justified with trailing blanks.
Carriage return and line feed at the end of each record.
* NOTE: PLEASE REVIEW THE RECORD LAYOUT CAREFULLY.
THE LICENSED DATA PROVIDED UNDER THIS AGREEMENT MAY INCLUDE FIELDS POPULATED
WITH DATA WHOSE USE FOR CERTAIN PURPOSES IS LIMITED UNDER FEDERAL,
STATE OR OTHER APPLICABLE LAWS. UNDER THE TERMS OF THE AGREEMENT IT IS
SOLELY LICENSEE'S RESPONSIBILITY TO COMPLY WITH SUCH LAWS.
c) CANADIAN BUSINESS FILE (GEO-CODES NOT AVAILABLE AT THIS TIME)
Intelligent Information, Incorporated. Page 11 03/06/00
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
12
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COMPANY NAME 30
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ADDRESS 30
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CITY 30
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PROVINCE 2
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POSTAL CODE 7
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SUITE # 6
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PHONE 10
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FIRST NAME 11
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LAST NAME 20
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PROFESSIONAL 3
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PRMSIC 6
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FRNCOD 6
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INDUSTRY SPEC 1
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FILLER 1
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YPCODE 5
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SSIC1 6
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FRNCOD 6
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INDUSTRY SPEC 1
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FILLER 1
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YPCOD1 5
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SSIC2 6
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FRNCOD 6
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INDUSTRY SPEC 1
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FILLER 1
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YPCOD2 5
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SSIC3 6
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FRNCOD 6
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INDUSTRY SPEC 1
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FILLER 1
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YPCOD3 5
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SSIC4 6
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FRNCOD 6
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INDUSTRY SPEC 1
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FILLER 1
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YPCOD4 5
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CBI NUMBER 9
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In the event that Licensee desires to license data elements which are included
on the infoUSA Database but are not part of the infoUSA Content, Licensee shall
notify infoUSA and the parties shall negotiate in good faith an additional,
commercially reasonable license fee for such additional data elements. Licensee
shall pay said license fee to infoUSA in the manner, and pursuant to terms and
conditions, agreed upon by the parties. Simultaneously with the payment of the
license fee, Section IV of this Agreement shall be amended to include such
additional data elements.
[SIGNATURE PAGE TO FOLLOW]
Intelligent Information, Incorporated. Page 12 03/06/00
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
13
READ AND APPROVED
Intelligent Information, Inc., Licensee infoUSA Inc.
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Signature Signature
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Name Name
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Title Title
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Date Date
APPENDIX A
infoUSA LOGO
COPYRIGHT NOTICES
BRAND FEATURES
DISPLAYING THE infoUSA LOGO ON THE SERVICE
Each Web search results page containing infoUSA Content will continuously
display the following logo and copyright notice:
[infoUSA LOGO]
On delivery to a mobile phone the following will be displayed at the bottom of
the displayed list: "Data by InfoUSA"
The infoUSA logo will provided by infoUSA on the Web, and will be approximately
the same size as Licensee's logo.
Listing: A Listing(s) will appear as follows in any order.:
XYZ Company
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(▇▇▇)▇▇▇-▇▇▇▇
Intelligent Information, Incorporated. Page 13 03/06/00
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.