WEB LINKING AGREEMENT BETWEEN TWO WEBSITE COMPANIES

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.