WEB
LINKING AGREEMENT BETWEEN TWO WEBSITE COMPANIES [CD1]
THIS AGREEMENT
made at…………….on this…………….day of…………….2000 between
Electronic
Website Co. Ltd., a company incorporated under the Companies Act, 1956 and
having its registered off ice (hereinafter referred to as the
"Electronic" which expression shall, unless repugnant to the context
or meaning thereof, be deemed to includes its Successors and Assigns) of the
ONE PART
and
Online Website Co. Ltd., a company incorporated under the Companies Act, 1956
and having its registered office ..................... (hereinafter referred to
as the "ABC" which expression shall, unless repugnant to the context
or meaning thereof, be deemed to includes its Successors and Assigns) of the
OTHER PART.
WHEREAS
(1)The
Electronic is providing online information and communication service by its
website on the internet with the domain name www.abc.com and through Web
linking providing access to many companies having website to post or transmit
their texts on its website
(2)
On Line is having website on
the internet with the domain name www.xyz.com and desirous of access to various
websites and for that purpose has approached the Electronic for providing
access through web-linking
(3)
After knowing the details
about On line, the Electronic has agreed to provide access to On Line with the
facility of posting or transmit its text on its website on the terms and
conditions hereinafter contained.
NOW
IT IS HEREBY AGREED BETWEEN THE PARTIES AS UNDER
(1)
The Electronic declares that the entire contents of website www.abc.com are
copyrighted under the Indian law and the proprietor of the copyright of the
contents is Electronic. Under the linking arrangement, Online will be entitled
only to print and download portions of material from the different areas of the
website solely for its own non-commercial use. Online may make machine readable
copy, one back up copy and one print copy of any portion of material downloaded
from the website solely for its own non-commercial use. The Online will not be
authorized to take any other copy, redistribution, retransmission or
publication of any downloaded material from the Electronic's website.
(2)The
On Line will also be entitled to post or transmit any text on the Electronic's
website under its own name. The On Line agrees and undertakes that it shall not
post any text on the Electronic's website which is libelous, defamatory,
indecent, obscene, pornographic or which discloses private or personal matters
concerning any person or violate the copyright, trade mark or other
intellectual rights of any other person or harmful, threatening, abusive or
hateful.
(3)
The Electronic further
declares that the text posted by On Line should not contain any file having
viruses, worms, or any other contaminating or destructive features. The said
text should not provide charity requests, petitions for signatures, chain
letters or letters relating to pyramid schemes.
(4)
The Online agrees that it
shall grant to Electronic the non exclusive, royalty free, worldwide, perpetual
licence with the right to sub-licence to reproduce, distribute, transmit,
create derivative works of, display on Internet website, of the text, material,
information posted by it on the Electronic's website.
(5)
The Electronic declares that
the website contains unedited material, and therefore some of which may be
sexually explicit or may be offensive. Therefore the access by On Line of the
website, shall be at its own risk and Electronic does not accept any liability
or responsibility whatsoever for such material.
(6)
The Electronic also declares
that except for information, products or services identified as being supplied
by Electronic, the Electronic does not operate, control or endorse any
information product or services posted or advertised on its website on
internet. The Electronic does not guarantee or warrant that files available for
downloading on the website contain true or accurate data and will be free of
infection, viruses, worms, Trojan horses, or other code that manifest
contaminating or destructive properties. The On Line should have its own
arrangement or system for checking the accuracy of data input and output and
for reconstruction of any lost data. The On Line will be responsible to
evaluate the accuracy, completeness, and usefulness of all opinions, advices,
services, merchandise and other information provided through the Electronic's
website. The On Line agrees that it will assume total responsibility and risk
for access of the internet and Electronic does not make any express or implied
warranties, representations or endorsements whatsoever, relating to the
information/text/material available on its website on the Internet.
(7)
The Electronic further
declares and confirms that in any event it will not be liable for any claims
attributable to errors, omissions or other inaccuracies in the information
available on the website or any incidental, consequential or indirect damages
arising from the use of or inability to use the website or any information, or
transactions provided on its website or downloaded from its website.
(8)
The On Line will indemnify
and keep indemnified Electronic, its directors, officers, employees, agents,
sub-contractors, licensors and any third party information providers to the
website from and against all claims, demands, actions, proceedings, losses,
damages, recoveries, judgments, costs, charges and expenses which may be made
or brought or commenced against Electronic, its directors, officers, employees,
agents, sub-contractors, licensors and any third party information providers to
the website of which Electronic, its directors, officers, employees, agents,
sub contractors, licensors and any third party information providers to the
website may or may have to bear, pay or suffer, directly or indirectly arising
resulting from any violation of this Agreement by the On Line
(9)
This agreement may be
terminated by the Electronic without any notice or reason. However the
provisions relating to copyright, Licenses, access of the website,
indemnification of this agreement will survive any termination of this
Agreement. The Electronic reserves the right against On Line if it is found
that it has violated any of the terms and conditions of this agreement in which
event the On Line will bear the cost of such action.
(10)
This Agreement will remain
valid for a period of one year from the date of these presents. However the
parties may renew this agreement for a further period of one year on the same
terms and conditions by giving a fifteen days notice before the expiration of
the period of this agreement.
(11)This
agreement may be amended only by a writing signed by the duly authorized
representatives of both parties and specifically referring to itself as
amendment to this agreement
(12) Notices
and other communications under this agreement shall be in writing addressed as
indicated in the description of the parties herein or as either party may
request in writing and the effective date of each is the date of its prepaid
deposit in the mail for dispatch by air or such service properly addressed. Any
notice sent by cable, telex or facsimile shall be deemed to have been served on
the next day following the date of dispatch thereof.
(13) The
parties hereto agree that they shall not be responsible for failure to perform
of their obligations under these presents due to force majeure, which shall
include but not be limited to fire, flood, strike, labour strikes and disputes,
embargo put by the government of the country of any party, shortage of labour,
raw material, or any other reason of such party. If the circumstances leading
to force majeure occur, the affected party shall give notice thereof to the
other party. If the circumstances or event of force majeure continue for a
period exceeding six months, either party may terminate this agreement.
(14) Any
relaxation, forbearance, delay or indulgence on the part of any party in
enforcing any of the terms and conditions of this agreement or the granting of
time by any party to the other party shall not prejudice, affect or restrict
the rights of that party, hereunder nor shall any waiver by any party of any
breach hereof operate as a waiver of any subsequent or any continuing breach
hereof
(15) In
case any dispute arises between the parties out of or in connection with this
agreement, the same shall be referred to the arbitration of sole arbitrator,
who may be appointed by the parties by mutual agreement. The venue of all
proceedings relating to this agreement including Arbitration proceedings and
proceedings before the Court will be …………….The proceedings held by the
arbitrator in making the award will be in accordance with the provisions of
Indian Arbitration and Conciliation Act, 1996 or any statutory modification
thereof. The award of the arbitrator shall be final and binding on the parties.
(16) It
is hereby agreed between the parties that the time is the essence of this
agreement
(17) This
agreement shall be executed in duplicate. The original shall be retained by the
Electronic and the duplicate by the On Line.
(18) The
stamp duty and all other expenses in respect of this agreement and duplicate
thereof shall be borne and paid by the On Line
(19) The
headings of the clauses of this agreement are meant only for convenience of
reference and shall not in any way be taken into clauses account in the
interpretation of these presents.
IN WITNESS WHEREOF
the parties hereto have executed these presents and duplicate copy thereof on
the day and year hereinabove written.
Signed and delivered by the
within named Electronic Website Co. Ltd., by the hands of Shri
…………….Managing
Director thereof in the presence of
1.
2.
Signed and delivered by the within named On
Line Website Co. Ltd., by the hands of Shri
…………….Managing
Director thereof in the presence of
1.
2.
0 Comments
Thank you for your response. It will help us to improve in the future.