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Web Hyperlinking Agreements?

Discussion in 'Civil Court, Procedure & Litigation' started by jon_, May 8, 2001.

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  1. jon_

    jon_ Law Topic Starter New Member

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    People sometimes ask me whether they can link to my site. On occasion I have had people ask me whether I have a web hyperlinking agreement. Anyone have an example of one that they can post or send me? Do I even need it? Thanks.

    Jon :cool:
     
  2. Michael Wechsler

    Michael Wechsler Administrator Staff Member

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    It is not uncommon to have web hyperlinking agreements, especially clickthroughs to minimize the clerical work necessary. Here's a quick example of elements that may be contained in a typical hyperlinking agreement:

    WEB HYPERLINKING AGREEMENT

    XYZ Co. ("XYZ") grants to you, ("You") the license set forth below in Section 2 to display a hyperlink to the home page of XYZ located at http://www.XYZ.com from the Your web site at http://www.ABC.com, ("Link") provided that You agree to and comply with all of the following terms and conditions:

    1. You acknowledge and agree that (i) You will not promote or provide on Your web site materials that are illegal or unlawful, pornographic, obscene, (this area varies...); (ii) XYZ's trademarks and trade name, its Web site and its contents ("XYZ Intellectual Property") are and shall remain the sole property of XYZ and that nothing in this Agreement shall give you any right of ownership in the XYZ Intellectual Property; (iv) You shall not take any action that would disparage or impair the value or goodwill associated with the XYZ's image or reputation; and (v) You shall not use the XYZ Intellectual Property in any way that might be misleading or imply any endorsement of Your Web site, goods or services or such similar association without the prior written consent of XYZ.

    2. Subject to the terms and conditions of this Agreement, XYZ grants to You a non-exclusive, limited license to provide a hyperlink to XYZ's Web site and to include the XYZ trade name in such hyperlink. You may not use any XYZ Intellectual Property for any other purpose whatsoever including the promotion, advertising or publicity of Your Web site. Any hyperlink that you establish pursuant to this Agreement must transport the user directly to the home page of the XYZ Web site in a single Web browser window without any other additional features, including but not limited to any (i) framing, (ii) interstitials, (iii) supersitials, (iv) additional browser windows, (v) other static or interactive presentation, or (vi) deep linking whereby the SYZ home page is bypassed.

    3. XYZ reserves the right to terminate this Agreement with or without cause at any time and without written notice. If XYZ terminates this Agreement, you shall remove any and all links to the XYZ Web site within two days of receipt of notice from XYZ.

    4. You agree to defend, indemnify and hold XYZ, its subsidiaries, affiliates and their respecitve (usually when XYZ is a network of sites and contains several subsidiaries) trustees, officers, employees and agents from and against any claims, demands, damages, causes of action, loss or judgments (including reasonable attorneys fees) arising from your breach of this Agreement. You agree to provide prompt written notice to XYZ of any such claims or demands stated herein.

    5. LIMITATION OF LIABILITY AND ASSUMPTION OF RISK.
    YOUR CREATION OF A HYPERLINK TO THE XYZ WEB SITE AND USE OF THE XYZ INTELLECTUAL PROPERTY IS AT YOUR SOLE RISK. XYZ PROVIDES THIS LICENSE AND ALL SERVICES AND MATERIALS THAT MAY BE INCLUDED HEREIN STRICTLY "AS IS" WITHOUT WARRANTY OF ANY KIND. XYZ HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL XYZ BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE USE OF ANY OF THE XYZ INTELLECTUAL PROPERTY PROVIDED PURSUANT TO THIS AGREEMENT OR ACCESS TO ANY OF THE SERVICES DESCRIBED IN THIS AGREEMENT EVEN IF XYZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XYZ DOES NOT WARRANT THAT ITS SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OF XYZ AND REGARDLESS OF WHETHER SUCH LIABILITY IS FOUND IN CONTRACTS, NEGLIGENCE, TORT OR ANY THEORY OF LIABILITY.

    6. General Terms. The Agreement sets forth the entire agreement of the parties, supersedes all prior agreements between the parties, and may not be altered except in a document signed by both parties. No contrary or inconsistent terms or conditions in delivery memos, invoices, letters of other documents will be binding on XYZ unless expressly agreed to in writing by XYZ. Any notices to XYZ must be written and sent to __________. This Agreement will be governed by the laws of the State of ________ without taking into effect its choice of law rules. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, shall be only in a federal or state court having subject matter jurisdiction located in ______ County, ______ State. In the event any provision of this Agreement is determined to be invalid, such determination shall in no way affect the validity of enforceability of any other provision herein.

    By clicking the button marked "I agree" below you agree to all of the foregoing terms and conditions.
     
  3. mike

    mike Moderator

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    This is awesome! Is this a written contract or a clickthrough one on the web?
     
  4. igoraf

    igoraf Moderator

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    Michael, you didn't write the contract yourself, did you? :D


    .... I wouldn't be suprised if you did:rolleyes:
     
  5. Michael Wechsler

    Michael Wechsler Administrator Staff Member

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    Heheh... mostly me and the little tidbits I've used throughout the years. It's simple but I think it's pretty well done and presents a professional appearance of good legal representation for any company. :)
     

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