CONTENT LICENSE AGREEMENT
THIS CONTENT LICENSE AGREEMENT (this "Agreement") is entered into and is
effective as of the Effective Date set forth on Exhibit A attached hereto
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between Yahoo! Inc., a Delaware corporation with offices at 3420 Central
Expressway, Santa Clara, CA 95051 ("Yahoo"), and eDiets.com Inc., a Delaware
corporation with offices located at 3467 Hillsboro Blvd. Suite 2, Deerfield
Beach, FL 33442 ("Licensor").
The parties agree as follows:
SECTION 1: DEFINITIONS
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1.1 Definitions. Unless otherwise specified, capitalized terms used in this
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Agreement, Exhibit A and its respective Schedules will have the following
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meanings:
"Affiliate" means any company or other entity worldwide, including without
limitation corporations, partnerships, joint ventures, and limited liability
companies, in which Yahoo directly or indirectly holds at least a 20% ownership,
equity, or financial interest.
"Co-Branded Pages" means those pages hosted by Yahoo, co-branded with the Yahoo
Brand Features and the Licensor Brand Features where the Licensor content is the
sole substantive content.
"Enhancements" means any and all derivative works, improvements or modifications
made to or created from the Licensor Content by Licensor.
"Intellectual Property Rights" means any and all rights, titles and interests,
whether foreign or domestic, in and to any and all trade secrets, patents,
copyrights, service marks, trademarks, know-how, or similar intellectual
property rights, as well as any and all moral rights, rights of privacy,
publicity and similar rights of any type under the laws or regulations of any
governmental, regulatory, or judicial authority, foreign or domestic.
"Internet" means the worldwide collection of computers, networks,
infrastructure, connections and devices, whether now known or later developed,
that can access, connect to, communicate with, or transfer data to, from,
through or by way of the worldwide collection of networks (including without
limitation telephone, wireless and third party networks) that is commonly
referred to as the "Internet."
"Licensor Brand Features" means all trademarks, service marks, logos and other
distinctive brand features of Licensor that are used in or relate to the
Licensor Content as listed and described in Exhibit A under the heading "Brand
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Features--Licensor Brand Features."
"Licensor Content" means, collectively, all of the content and updates,
software, and methods and functionality related to such content, provided or
made available to Yahoo or its Affiliates by Licensor pursuant to this
Agreement, and as further described and specified in Exhibit A under the heading
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"Licensor Content--General Description." The term "Licensor Content" includes
without limitation any and all audio and audiovisual materials, data, images,
files, hypertext links, scripts and Enhancements provided or made available to
Yahoo or its Affiliates pursuant to this Agreement, and all Teaser Content.
"Licensor Restricted Companies" means [__________].
"Licensor Site" means the Licensor Internet site that is currently located at
http://www.eDiets.com and any other Licensor-branded Internet site mutually
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agreed upon by the parties. The term "Licensor Site" includes any and all
additional, substitution, mirror, derivative, or successor sites or URLs at
which the site may be located during the Term of this Agreement.
"Teaser Content" means any portion of the Licensor Content that (a) is streamed
from or reproduced on or within the Yahoo Properties; (b) consists of a small
excerpt of the Licensor Content (e.g., a headline, thumbnail photograph,
audiovisual clip or summary) which does not change the meaning of the Licensor
Content; and (c) is directly associated, connected or linked to the Licensor
Content from which that Teaser Content was derived or links directly to a page
location on the Licensor Site.
"User" means any individual or entity that uses any Yahoo Property for his, her,
or its own personal or business purposes.
"Yahoo Brand Features" means the trademarks, service marks, logos and other
distinctive brand features of Yahoo and its Affiliates that are used in or
relate to the Yahoo Properties as listed and described in Exhibit A under the
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heading "Brand Features--Yahoo Brand Features."
"Yahoo Restricted Companies" means, collectively: (a) the entities listed in
Exhibit A under the heading "Additional Restricted Companies" as that list may
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be revised by Yahoo from time to time, including all of the listed entities'
parent or controlling companies, successors in interest, subsidiaries,