SHALL BEAR APPROPRIATE COPYRIGHT AND/OR CREDIT NOTICES AS DESIGNATED IN WRITING
BY HSW (THE "PROPRIETARY NOTICES") OR AS DESIGNATED IN WRITING BY THIRD PARTY
CONTENT PROVIDERS. THE PROPRIETARY NOTICES SHALL NOT BE REMOVED OR OBSCURED, AND
SHALL BE REPRODUCED ON ALL COPIES OF THE PURCHASED UPDATES.
3
3.6
REMOVAL OF PURCHASED UPDATES.
COMPANY
ACKNOWLEDGES AND AGREES THAT HSW MAY, WITH RESPECT TO ANY PURCHASED UPDATES, OR
A PORTION THEREOF, REQUEST COMPANY TO REMOVE OR CEASE USING AND/OR DISTRIBUTING
THE TRANSLATED VERSION THEREOF IN THE EVENT THAT HSW REASONABLY BELIEVES THAT
SUCH CONTENT MAY BE IN VIOLATION OF LAW OR THE PROPRIETARY OR CONTRACTUAL RIGHTS
OF A THIRD PARTY, AND COMPANY WILL COOPERATE WITH HSW IN THAT REGARD. IN THE
EVENT THAT COMPANY IS REQUIRED TO DISCONTINUE USE OF A PURCHASED UPDATE (OR
TRANSLATED VERSION THEREOF), THE PARTIES SHALL WORK TOGETHER IN GOOD FAITH TO
AGREE ON AN APPROPRIATE CREDIT THAT COMPANY MAY USE IN RESPECT OF UPDATE FEES
PAID FOR FUTURE PURCHASED UPDATES.
4.
PARTIES' OBLIGATIONS
4.1
OBLIGATIONS OF HSW.
4.1.1
ON A QUARTERLY BASIS THROUGHOUT THE TERM OF THIS
AGREEMENT, HSW WILL MAKE UPDATES AVAILABLE TO COMPANY FOR PURCHASE BY GIVING
COMPANY WRITTEN NOTICE DESCRIBING THE UPDATES AND SPECIFYING THE UPDATE FEE (AS
DEFINED IN SECTION 5.1 BELOW). HSW WILL MAKE THE PURCHASED UPDATES AVAILABLE TO
COMPANY IN THE ENGLISH LANGUAGE IN A DIGITAL FORMAT. HSW SHALL NOT, DIRECTLY OR
INDIRECTLY, AMEND OR OTHERWISE MODIFY ANY EXISTING AGREEMENTS RELATING TO
PURCHASED UPDATES OR ENTER INTO ANY NEW AGREEMENTS RELATING TO PURCHASED
UPDATES, TO THE EXTENT THAT SUCH AMENDMENT, MODIFICATION OR NEW AGREEMENT WOULD
ADVERSELY AFFECT COMPANY'S RIGHTS HEREUNDER. HSW SHALL, AT COMPANY'S REASONABLE
REQUEST AND COST, USE COMMERCIALLY REASONABLE EFFORTS TO ASSIST COMPANY IN ANY
CLAIMS OR ACTIONS BROUGHT BY COMPANY AGAINST THIRD PARTIES PURSUANT TO SECTION
4.2.
4.1.2
IF HSW ACQUIRES, DIRECTLY OR INDIRECTLY, WHETHER BY
PURCHASE, TRANSFER, ASSIGNMENT OR LICENSE, ANY RIGHTS IN ANY TEXT, IMAGES,
DESIGNS, GRAPHICS, ARTWORK OR OTHER CONTENT FOR THE SITE (THE "ADDITIONAL
UPDATES"), HSW SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN, AS A PART OF
SUCH ACQUISITION, DIGITAL PUBLISHING RIGHTS FOR COMPANY (IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT) IN RESPECT OF SUCH ADDITIONAL UPDATES
FOR USE IN THE TERRITORY.
4.2
OBLIGATIONS OF COMPANY.
COMPANY SHALL
NOTIFY HSW OF ITS ELECTION TO PURCHASE UPDATES WITHIN NINETY (90) DAYS AFTER HSW
MAKES SUCH UPDATES AVAILABLE TO COMPANY. COMPANY SHALL BE RESPONSIBLE FOR (I)
TRANSLATING THE PURCHASED UPDATES INTO THE CHINESE LANGUAGE, AND (II) ENSURING
THAT ALL USES OF THE CONTRIBUTED UPDATES ARE AT ALL TIMES IN COMPLIANCE WITH ALL
APPLICABLE LAWS, RULES, REGULATIONS AND ORDINANCES. COMPANY SHALL BE SOLELY
RESPONSIBLE FOR, AT ITS SOLE DISCRETION, INSTITUTING AND PURSUING ANY AND ALL
CLAIMS AND ACTIONS AGAINST THIRD PARTIES IN RESPECT OF INFRINGEMENT OF THE
CONTRIBUTED UPDATES BY SUCH THIRD PARTY OR UNFAIR COMPETITION BY SUCH THIRD
PARTY WITH RESPECT TO THE CONTRIBUTED UPDATES, IN EACH CASE WITHIN THE
TERRITORY.
5.
CONSIDERATION
5.1
FEES.
IN CONSIDERATION OF THE UPDATES
PROVIDE BY