Preview
Full Doc
 | 2003 |
Advertiser Terms and Conditions
Advertiser Terms and Conditions (26K)
Doc #147042: Click preview link for longer preview.
ADVERTISER TERMS AND CONDITIONS
1. INTRODUCTION:
Overture Services, Inc. ("Overture") provides you access to the
Overture Marketplace (defined below), as available through the Overture
Distribution Network (as defined below), subject to your compliance with the
terms and conditions below (the "Agreement"). Please read this Agreement
carefully. By enrolling as an "Advertiser," you agree to be bound by these terms
and conditions and the terms and conditions of any Insertion Order that you
complete (either online as part of the Online Sign-Up form, or offline, when
enrolling as an Advertiser, each an "Insertion Order"), including all payment
terms (collectively, the "Agreement"). In this Agreement, "you" and "your"
refers to the Advertiser. You agree that any of your agents, representatives,
employees, or any person or entity acting on your behalf with respect to the use
of the Overture Marketplace, shall be bound by, and shall abide by, these Terms
and Conditions. You further agree that you are bound by these Terms and
Conditions whether you are acting on your own behalf or on behalf of a third
party, including another advertiser.
2. USE:
For purposes of this Agreement, the "Overture Marketplace" is the
process by which users search for a desired subject and Advertisers bid for
placement of their search listing in the search results, subject to Overture's
policies, for search terms corresponding to the desired subject. The Overture
Marketplace takes the ongoing results of the bids for placement and produces
search listings that are made available in connection with the Overture
Distribution Network, where the "Overture Distribution Network" is defined as
Overture's branded Web Site at http://www.overture.com and various authorized
third parties who may be authorized to make the Overture Marketplace available
as a link from, an add-on service to, or otherwise in connection with Web sites
and/or applications (such Web sites or applications are a "Third Party Product")
that they control. Search listings may or may not be placed in the Overture
Marketplace you indicate in your Insertion Order(s). Overture does not guarantee
that your search listings will be available through any part of the Overture
Distribution Network, and you understand that Overture reserves the right to not
place your search listing, and/or discontinue to place your search listings on
any site or application within the Overture Distribution Network. You
additionally understand that clicks on "your search listings" include clicks on
the search terms that you have selected as well as certain misspellings,
singular/plural combinations, and other related search terms that we map to your
search listings based on the search terms you selected, your search listings
themselves or the Web sites to which the search listings link. Solely for
illustration purposes, and without in any way limiting the foregoing, if you bid
for placement on the keyword "book," your search listing will also appear in
response to a search on the keyword "books." A search listing, for purposes of
this Agreement, may include, at Overture's discretion, text and/or graphics, and
is subject to Overture's approval and the terms of this Agreement. A search
listing that appears as part of the Overture Distribution Network may (or may
not) include a search title and search description. In all cases, information
must be submitted in the form requested by Overture.
{PAGE}
3. PAYMENT:
You agree to pay Overture all applicable charges to your account in
United States dollars, in accordance with the terms of the program and/or
payment plan you selected, including, if any, all applicable taxes, in
accordance with billing terms in effect at the time the fee becomes payable. You
agree that your service fee (if applicable to the plan you selected) and $50 of
your initial deposit is non-refundable. You understand and agree that, in
addition to any service fee, you will be charged for all clicks on your search
listings, (no matter whether a click occurred on the Overture Web site or a
Third Party Product within the Overture Distribution Network), and that such
charges will be based on the number of clicks on all your search listings,
multiplied by the cost of each of your search listings, which shall be computed
according to Overture's Marketplace rules ("Click Charges"). If you have chosen
a payment plan that provides for a fixed maximum payment per month, you
understand and agree that if your Click Charges equal or exceed your monthly
maximum payment, then your search listings will be removed from the Overture
Marketplace for the remainder of that month. You may pay Overture by credit
card, charge card, debit card, check or wire transfer. You agree and represent
that all information you provide for the purpose of enrolling as an Advertiser
will be accurate, complete and current. Your right to access your account with
Overture is subject to any limits established by Overture. If payment cannot be
charged to your credit/charge/debit card, for whatever reason, or if there is a
chargeback for any reason, or if your financial institution does not honor your
check, or if you exceed your monthly maximum payment, Overture reserves the
right to either suspend or terminate your account with Overture. Suspension or
termination includes but is not limited to, removal of your search listings from
the Overture Distribution Network. You must submit any claims or disputes you
may have with respect to any charge to your account in writing to Overture
within 60 days of such charge otherwise such claim or dispute will be waived and
such charge will be final and not subject to challenge. In the event of any
failure by you to make payment, you will be responsible for all reasonable
expenses (including attorneys' fees) incurred by Overture in collecting such
amounts.
4. ACCESS:
For purposes of this Agreement, all Web pages that Overture owns,
operates or hosts are referred to herein as the "Overture Web Site." You are
authorized to access the Overture Web Site solely to manage your advertising
account(s) and conduct searches for your own personal use. You agree that you
will not use the site or any content therein for any other purpose and that you
will not disseminate or distribute any of this information. Your right to access
your account with Overture is personal to you and non-assignable and is subject
to any limits established by Overture. You agree that you will not use any
automated means, including, without limitation, agents, robots, scripts, or
spiders, to access your account with Overture or to monitor or copy Overture's
Web Site or the content contained therein except those automated means expressly
made available by Overture, if any, or authorized in advance and in writing by
Overture (for example, Overture approved third party tools and services). The
Overture Web Site contains robot exclusion headers and you agree that you will
not use any device, software or routine to bypass our robot exclusion headers,
or to interfere or attempt to interfere with the proper working of the Overture
Web Site or the Overture Marketplace. Without limitation to the foregoing, you
further agree that you will not take any action that imposes an unreasonable or
disproportionately large load on our infrastructure (as determined by Overture).
147042
| Overture Services, Inc.;
| Corporate Road Show Dot com Inc
|
Preview
Full Doc
| 2003 |
Advertiser Terms and Conditions
Advertiser Terms and Conditions (26K)
Doc #147052: Click preview link for longer preview.
ADVERTISER TERMS AND CONDITIONS
1. INTRODUCTION:
Overture Services, Inc. ("Overture") provides you access to the
Overture Marketplace (defined below), as available through the Overture
Distribution Network (as defined below), subject to your compliance with the
terms and conditions below (the "Agreement"). Please read this Agreement
carefully. By enrolling as an "Advertiser," you agree to be bound by these terms
and conditions and the terms and conditions of any Insertion Order that you
complete (either online as part of the Online Sign-Up form, or offline, when
enrolling as an Advertiser, each an "Insertion Order"), including all payment
terms (collectively, the "Agreement"). In this Agreement, "you" and "your"
refers to the Advertiser. You agree that any of your agents, representatives,
employees, or any person or entity acting on your behalf with respect to the use
of the Overture Marketplace, shall be bound by, and shall abide by, these Terms
and Conditions. You further agree that you are bound by these Terms and
Conditions whether you are acting on your own behalf or on behalf of a third
party, including another advertiser.
2. USE:
For purposes of this Agreement, the "Overture Marketplace" is the
process by which users search for a desired subject and Advertisers bid for
placement of their search listing in the search results, subject to Overture's
policies, for search terms corresponding to the desired subject. The Overture
Marketplace takes the ongoing results of the bids for placement and produces
search listings that are made available in connection with the Overture
Distribution Network, where the "Overture Distribution Network" is defined as
Overture's branded Web Site at http://www.overture.com and various authorized
third parties who may be authorized to make the Overture Marketplace available
as a link from, an add-on service to, or otherwise in connection with Web sites
and/or applications (such Web sites or applications are a "Third Party Product")
that they control. Search listings may or may not be placed in the Overture
Marketplace you indicate in your Insertion Order(s). Overture does not guarantee
that your search listings will be available through any part of the Overture
Distribution Network, and you understand that Overture reserves the right to not
place your search listing, and/or discontinue to place your search listings on
any site or application within the Overture Distribution Network. You
additionally understand that clicks on "your search listings" include clicks on
the search terms that you have selected as well as certain misspellings,
singular/plural combinations, and other related search terms that we map to your
search listings based on the search terms you selected, your search listings
themselves or the Web sites to which the search listings link. Solely for
illustration purposes, and without in any way limiting the foregoing, if you bid
for placement on the keyword "book," your search listing will also appear in
response to a search on the keyword "books." A search listing, for purposes of
this Agreement, may include, at Overture's discretion, text and/or graphics, and
is subject to Overture's approval and the terms of this Agreement. A search
listing that appears as part of the Overture Distribution Network may (or may
not) include a search title and search description. In all cases, information
must be submitted in the form requested by Overture.
{PAGE}
3. PAYMENT:
You agree to pay Overture all applicable charges to your account in
United States dollars, in accordance with the terms of the program and/or
payment plan you selected, including, if any, all applicable taxes, in
accordance with billing terms in effect at the time the fee becomes payable. You
agree that your service fee (if applicable to the plan you selected) and $50 of
your initial deposit is non-refundable. You understand and agree that, in
addition to any service fee, you will be charged for all clicks on your search
listings, (no matter whether a click occurred on the Overture Web site or a
Third Party Product within the Overture Distribution Network), and that such
charges will be based on the number of clicks on all your search listings,
multiplied by the cost of each of your search listings, which shall be computed
according to Overture's Marketplace rules ("Click Charges"). If you have chosen
a payment plan that provides for a fixed maximum payment per month, you
understand and agree that if your Click Charges equal or exceed your monthly
maximum payment, then your search listings will be removed from the Overture
Marketplace for the remainder of that month. You may pay Overture by credit
card, charge card, debit card, check or wire transfer. You agree and represent
that all information you provide for the purpose of enrolling as an Advertiser
will be accurate, complete and current. Your right to access your account with
Overture is subject to any limits established by Overture. If payment cannot be
charged to your credit/charge/debit card, for whatever reason, or if there is a
chargeback for any reason, or if your financial institution does not honor your
check, or if you exceed your monthly maximum payment, Overture reserves the
right to either suspend or terminate your account with Overture. Suspension or
termination includes but is not limited to, removal of your search listings from
the Overture Distribution Network. You must submit any claims or disputes you
may have with respect to any charge to your account in writing to Overture
within 60 days of such charge otherwise such claim or dispute will be waived and
such charge will be final and not subject to challenge. In the event of any
failure by you to make payment, you will be responsible for all reasonable
expenses (including attorneys' fees) incurred by Overture in collecting such
amounts.
4. ACCESS:
For purposes of this Agreement, all Web pages that Overture owns,
operates or hosts are referred to herein as the "Overture Web Site." You are
authorized to access the Overture Web Site solely to manage your advertising
account(s) and conduct searches for your own personal use. You agree that you
will not use the site or any content therein for any other purpose and that you
will not disseminate or distribute any of this information. Your right to access
your account with Overture is personal to you and non-assignable and is subject
to any limits established by Overture. You agree that you will not use any
automated means, including, without limitation, agents, robots, scripts, or
spiders, to access your account with Overture or to monitor or copy Overture's
Web Site or the content contained therein except those automated means expressly
made available by Overture, if any, or authorized in advance and in writing by
Overture (for example, Overture approved third party tools and services). The
Overture Web Site contains robot exclusion headers and you agree that you will
not use any device, software or routine to bypass our robot exclusion headers,
or to interfere or attempt to interfere with the proper working of the Overture
Web Site or the Overture Marketplace. Without limitation to the foregoing, you
further agree that you will not take any action that imposes an unreasonable or
disproportionately large load on our infrastructure (as determined by Overture).
147052
| Overture Services, Inc.;
| Corporate Road Show Dot com Inc
|
Preview
Full Doc
| 2003 |
Advertiser Terms and Conditions
Advertiser Terms and Conditions (26K)
Doc #147054: Click preview link for longer preview.
ADVERTISER TERMS AND CONDITIONS
1. INTRODUCTION:
Overture Services, Inc. ("Overture") provides you access to the
Overture Marketplace (defined below), as available through the Overture
Distribution Network (as defined below), subject to your compliance with the
terms and conditions below (the "Agreement"). Please read this Agreement
carefully. By enrolling as an "Advertiser," you agree to be bound by these terms
and conditions and the terms and conditions of any Insertion Order that you
complete (either online as part of the Online Sign-Up form, or offline, when
enrolling as an Advertiser, each an "Insertion Order"), including all payment
terms (collectively, the "Agreement"). In this Agreement, "you" and "your"
refers to the Advertiser. You agree that any of your agents, representatives,
employees, or any person or entity acting on your behalf with respect to the use
of the Overture Marketplace, shall be bound by, and shall abide by, these Terms
and Conditions. You further agree that you are bound by these Terms and
Conditions whether you are acting on your own behalf or on behalf of a third
party, including another advertiser.
2. USE:
For purposes of this Agreement, the "Overture Marketplace" is the
process by which users search for a desired subject and Advertisers bid for
placement of their search listing in the search results, subject to Overture's
policies, for search terms corresponding to the desired subject. The Overture
Marketplace takes the ongoing results of the bids for placement and produces
search listings that are made available in connection with the Overture
Distribution Network, where the "Overture Distribution Network" is defined as
Overture's branded Web Site at http://www.overture.com and various authorized
third parties who may be authorized to make the Overture Marketplace available
as a link from, an add-on service to, or otherwise in connection with Web sites
and/or applications (such Web sites or applications are a "Third Party Product")
that they control. Search listings may or may not be placed in the Overture
Marketplace you indicate in your Insertion Order(s). Overture does not guarantee
that your search listings will be available through any part of the Overture
Distribution Network, and you understand that Overture reserves the right to not
place your search listing, and/or discontinue to place your search listings on
any site or application within the Overture Distribution Network. You
additionally understand that clicks on "your search listings" include clicks on
the search terms that you have selected as well as certain misspellings,
singular/plural combinations, and other related search terms that we map to your
search listings based on the search terms you selected, your search listings
themselves or the Web sites to which the search listings link. Solely for
illustration purposes, and without in any way limiting the foregoing, if you bid
for placement on the keyword "book," your search listing will also appear in
response to a search on the keyword "books." A search listing, for purposes of
this Agreement, may include, at Overture's discretion, text and/or graphics, and
is subject to Overture's approval and the terms of this Agreement. A search
listing that appears as part of the Overture Distribution Network may (or may
not) include a search title and search description. In all cases, information
must be submitted in the form requested by Overture.
{PAGE}
3. PAYMENT:
You agree to pay Overture all applicable charges to your account in
United States dollars, in accordance with the terms of the program and/or
payment plan you selected, including, if any, all applicable taxes, in
accordance with billing terms in effect at the time the fee becomes payable. You
agree that your service fee (if applicable to the plan you selected) and $50 of
your initial deposit is non-refundable. You understand and agree that, in
addition to any service fee, you will be charged for all clicks on your search
listings, (no matter whether a click occurred on the Overture Web site or a
Third Party Product within the Overture Distribution Network), and that such
charges will be based on the number of clicks on all your search listings,
multiplied by the cost of each of your search listings, which shall be computed
according to Overture's Marketplace rules ("Click Charges"). If you have chosen
a payment plan that provides for a fixed maximum payment per month, you
understand and agree that if your Click Charges equal or exceed your monthly
maximum payment, then your search listings will be removed from the Overture
Marketplace for the remainder of that month. You may pay Overture by credit
card, charge card, debit card, check or wire transfer. You agree and represent
that all information you provide for the purpose of enrolling as an Advertiser
will be accurate, complete and current. Your right to access your account with
Overture is subject to any limits established by Overture. If payment cannot be
charged to your credit/charge/debit card, for whatever reason, or if there is a
chargeback for any reason, or if your financial institution does not honor your
check, or if you exceed your monthly maximum payment, Overture reserves the
right to either suspend or terminate your account with Overture. Suspension or
termination includes but is not limited to, removal of your search listings from
the Overture Distribution Network. You must submit any claims or disputes you
may have with respect to any charge to your account in writing to Overture
within 60 days of such charge otherwise such claim or dispute will be waived and
such charge will be final and not subject to challenge. In the event of any
failure by you to make payment, you will be responsible for all reasonable
expenses (including attorneys' fees) incurred by Overture in collecting such
amounts.
4. ACCESS:
For purposes of this Agreement, all Web pages that Overture owns,
operates or hosts are referred to herein as the "Overture Web Site." You are
authorized to access the Overture Web Site solely to manage your advertising
account(s) and conduct searches for your own personal use. You agree that you
will not use the site or any content therein for any other purpose and that you
will not disseminate or distribute any of this information. Your right to access
your account with Overture is personal to you and non-assignable and is subject
to any limits established by Overture. You agree that you will not use any
automated means, including, without limitation, agents, robots, scripts, or
spiders, to access your account with Overture or to monitor or copy Overture's
Web Site or the content contained therein except those automated means expressly
made available by Overture, if any, or authorized in advance and in writing by
Overture (for example, Overture approved third party tools and services). The
Overture Web Site contains robot exclusion headers and you agree that you will
not use any device, software or routine to bypass our robot exclusion headers,
or to interfere or attempt to interfere with the proper working of the Overture
Web Site or the Overture Marketplace. Without limitation to the foregoing, you
further agree that you will not take any action that imposes an unreasonable or
disproportionately large load on our infrastructure (as determined by Overture).
147054
| Overture Services, Inc.;
| Corporate Road Show Dot com Inc
|
Preview
Full Doc
| 2003 |
Letter Agreement
Letter Agreement (15K)
Doc #147497: Click preview link for longer preview.
August 28, 2002
Mr. Jeff Grant
Manager, Airline Partnerships
Orbitz, LLC
200 S. Wacker Drive
Suite 1900
Chicago, IL. 60606
Dear Mr. Grant:
This letter constitutes an agreement (this "Agreement") between American
Airlines, Inc. (American) and Orbitz, LLC ("Orbitz") for on-line advertising
through the calendar year 2002. American and Orbitz are referred to collectively
herein as the "Parties" and individually as a "Party". The Parties hereby agree
as follows:
A. American shall receive the following: $250,000 of on-line media
advertising space and/or marketing opportunities on the Orbitz web site
(the "Advertising"), which advertising shall be valued at a rate which
is twenty-five percent (25%) less than the rate available on Orbitz'
then-current published rate card for the relevant Advertising provided.
The placement and specific value of such Advertising shall be set forth
on, and subject to the terms of, insertions orders to be entered into
between the parties, the form of which is attached hereto as Attachment
B (each, an "Insertion Order"). Insertion Orders entered into pursuant
to this Agreement shall be incorporated by reference herein.
B. In return for the Advertising, American agrees to provide to Orbitz, in
compliance with applicable law, travel on American Airlines, American
Eagle and/or AmericanConnection with a $212,500 net value (net value
already reflects reduction for standard 15% commission), from any
domestic or international airport served by American Airlines, American
Eagle or AmericanConnection systemwide. All travel must be completed by
June 30, 2003, and is subject to the Terms and Conditions set forth in
Attachment A.
C. Solely for the purpose of preparing and publishing Advertising
materials, American grants to Orbitz a limited, royalty free,
non-transferable, non-exclusive right to use American's trademark,
tradename, service mark and domain name, and any visual representations
thereof, including logos, designs, symbols, word marks, images, colors
and color combinations, trade dress and characters, and any other
publicity rights or indicia of ownership owned or used by American
(collectively, the "American Marks"). Any unauthorized use of the
American Marks shall constitute a material breach of this Agreement and
an infringement of American's rights in and to the American Marks.
D. The American Marks shall be reproduced from the reproduction art
furnished by American. American will provide Orbitz with limited access
to American Airlines Digital Asset Management System ("AAdams") to
obtain digital renditions of the American Marks that conform to
American's corporate graphics standards. Orbitz agrees that it will not
(1) use or display any American Marks that it has not obtained from
147497
| American Airlines, Inc.;
Jeff Grant;
| Orbitz Inc
|
Preview
Full Doc
| 2002 |
Schedule 2 Network of Internet Services Advertising
Schedule 2 Network of Internet Services Advertising (135K)
Doc #146939: Click preview link for longer preview.
SCHEDULE 2
MICROSOFT NETWORK OF INTERNET SERVICES ADVERTISING
This Schedule 2 (the "Schedule") is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corporation ("Microsoft Corporation") and eDiets.com, Inc. ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the terms pursuant to which Company will purchase advertising
placements on the web sites set forth in this Schedule (collectively "MSN"),
effective July 1, 2002 (the "Effective Date"). This Schedule is entered into
between Microsoft Online, L.P. ("Microsoft Online"), MSNBC Interactive News,
L.L.C ("MSNBC") and together with Microsoft Online, ("Microsoft") and Company.
1. AD PLACEMENTS:
1.1 During the Term, Microsoft will provide a total of [***] to Company as
set forth in Exhibit 2-A attached hereto, unless the parties agree
upon alternate placements and fees in writing. "Ad Requests" means the
request of an advertising element as a direct result of a user's
action, as recorded by the advertisement's server software.
1.2 Company agrees to refresh its creative as mutually agreed during the
Term, but no less frequently than once every seven (7) days.
1.3 Microsoft may, in its sole discretion, deliver Ad Requests in excess
of the total set forth above, however, Company will not be obligated
to pay Microsoft for such over-delivery, unless the parties agree on
payment terms in a written amendment to this Schedule.
1.4 Make Goods:
1.4.1 If Microsoft fails to deliver the agreed upon aggregate number
of Ad Requests during the Term, Company's sole remedy for such
failure will be the extension of the Term for (i) a period of
sixty (60) days, or (ii) until the agreed upon number of Ad
Requests (or other Ad Requests as the parties mutually agree)
are provided, whichever is longer.
1.4.2 The delivery of Ad Requests will be measured [***] as set forth
in Exhibit 2-A, attached hereto, or otherwise as agreed upon by
the parties in writing in advance of each [***]. If Microsoft,
at the end of any given [***] during the Term, has failed to
deliver at least [***] of the Ad Requests committed for such
quarter, Company reserves the right to withhold payment due for
such Ad Requests until such shortfall is delivered by Microsoft,
at which time the funds withheld will be released; provided,
however, that if such Ad Requests are not delivered within (60)
days following the end of the applicable [***], Company shall
not pay for such undelivered Ad Requests. Further, in the case
where a particular placement is contained in the media plan for
more than one [***] and the CPM rate for that placement
increases from one [***] to the next, it is understood that the
entire Ad Request commitment at the lower CPM must be met before
the higher CPM is applied, regardless of the [***] in which the
delivery is made or completed.
1.5 On a monthly basis, the parties will discuss additions, changes and
deletions to the placements set forth in this Section 1 and Company's
advertising creative in an effort to optimize campaign performance of
the Ad Requests. Subject to mutual written agreement and inventory
availability, Microsoft will make all reasonable efforts to implement
such revisions.
1.6 Microsoft will make commercially reasonable efforts to maintain
aggregate click-through rates for the Ad Requests purchased pursuant
to this Schedule which are substantially similar to those aggregate
click-through rates historically provided by Microsoft under the
Agreement. Company shall make commercially reasonable efforts to
optimize the creative selections given to Microsoft for fulfillment of
this Schedule. Failure by Microsoft to meet or exceed such historical
aggregate click-through rates will not be deemed a breach of this
Schedule. Microsoft makes no warranty about the click-through rate to
be provided through each Exhibit 2-A ad placement.
2. EXCLUSIVE PROVISION OF CONTENT: During the Term, Microsoft will not accept
advertising from or license products or services owned or distributed by
[***] on the following MSN sites or any successor sites (collectively the
"Sites") (including without limitation, pages contained within the Sites or
linked to the Sites): [***]
[***] Confidential Information
Microsoft Confidential
Page 1 of 20
{PAGE}
[***]. Except as provided herein, nothing in this Schedule will be
construed as restricting Microsoft's ability accept advertising from or
license products or services owned or distributed by other entities focused
on dieting and weight loss
3. WOMENCENTRAL MINI-SITE:
3.1 Microsoft will create a site within WomenCentral for use by
WomansCentral and MSN users, which site will allow such users review
diet, fitness and nutrition information (the "Mini-Site"). The
Mini-Site will:
3.1.1 Be at least five (5) to six (6) pages in length; and
3.1.2 Be created and hosted by Microsoft within WomenCentral using
Content. Such Content will include, without limitation Company's
tools such as a body mass indicator or calorie calculator; and
3.1.3 Be available for WomenCentral users through a persistent link (a
text link or graphical link to be mutually agreed to by the
parties) on the WomenCentral home page; and
3.1.4 Include the following on navigation structure of the Mini-Site:
(a) the logos of Microsoft and Company; (b) hyperlink to
WomenCentral, MSN or any page therein as mutually agreed to by
Microsoft and Company; (c) be located at the top of each page of
the Mini-Site 3.1.5 Include graphic and text links, which links
will be placed on the Mini-Site as mutually agreed to by the
Microsoft and Company, to Company's site, with a goal of
increasing new membership in Company's site and diet programs;
and
3.1.6 Include an attribution to Company as approved by the Company
such as "Sponsored by eDiets."
3.2 Company will refresh the Mini-Site creative as mutually agreed upon
during the Term, but no less frequently than once each month of the
Term.
3.3 Company will be solely responsible for customer service for products
and services offered by Company on the Mini-Site.
3.4 Microsoft and Company shall mutually agree on the design and content
of the Mini-Site, but Microsoft will have ultimate editorial control
over the Mini-Site. Microsoft will approve the Mini-Site no later than
ten (10) days prior to launch of the Mini-Site (tentatively scheduled
for July 1, 2002). Company will comply with the WomenCentral
specifications set forth in Exhibit 2-B attached hereto, and will
reasonably cooperate with Microsoft to test the operation and
functionality of the Mini-Site prior to its launch by Microsoft.
4. MSNBC PLACEMENTS: MSNBC will provide Company with the following placements
on the MSNBC Web Site (as defined below): (a) advertorial integration, as
set forth in Section 4.1; (b) placement in the Resource Guide, as set forth
in Section 4.2; and (c) placement on the MSNBC home page, as set forth in
Section 4.3:
4.1 Advertorial Integration:
4.1.1 MSNBC will create and develop a fly-out menu from the "Health"
or "Living" Navigation Bar Menu on the MSNBC Web Site as such
Section is mutually determined by MSNBC and Company) titled
"Special Advertiser Features". Users who activate the "Special
Advertiser Features" fly-out menu will have the option to link
to the Jump Page. "Navigation Bar Menu" means the navigation
elements appearing on the left side of web pages within the
MSNBC Web Site, which shall consist of the MSNBC logo and
internal graphic or text links to web pages within the MSNBC Web
Site, as may be modified by MSNBC in its discretion. "MSNBC Web
Site" means the MSNBC Web Site currently located at URL:
http://www.msnbc.com or any successor site and modified from
time to time by MSNBC, in its sole discretion, that may include,
but is not limited to, any and all other web sites created,
registered, owned and/or controlled by MSNBC. "Jump Page" means
the co-branded web page within the MSNBC Web Site hosted and
maintained by MSNBC, which shall contain Content and links to
Company's Site. "Section" means a specific designated
information area within the MSNBC Web Site. Examples of Sections
include, without limitation, Sports, Business, Health,
Classifieds and Living.
4.1.2 MSNBC will maintain one or more links from the "Health" or
"Living" Section of the MSNBC Web Site to the Jump Page. The
number, size, placement and other characteristics of such links
as well as the Section shall be mutually determined by MSNBC and
146939
|
eDiets.com
As referenced in this Schedule 2 Network of Internet Services Advertising:
eDiets.com, Inc – is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corporation ("Microsoft Corporation") and eDiets.com, Inc . ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the terms pursuant to which Company will
_____________
EDIETS.COM Inc – 20
{PAGE}
IN WITNESS WHEREOF, the parties have entered into this Schedule as of the
Effective Date.
Microsoft Online Company
MICROSOFT ONLINE, LP EDIETS.COM Inc .
6100 Neil Road 3801 W Hillsboro Blvd
Reno, NV 89570 Deerfield Beach, FL 33442
By /s/ Gary Larkin /s/ David R. Humble
---------------------------------- ------------------------------------
(
_____________
dt 309561
;
Microsoft
As referenced in this Schedule 2 Network of Internet Services Advertising:
Microsoft Corp – This Schedule 2 (the "Schedule") is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corp oration ("Microsoft Corporation") and eDiets.com, Inc. ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the
_____________
"Microsoft Corp – 2 (the "Schedule") is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corporation ("Microsoft Corp oration") and eDiets.com, Inc. ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the terms pursuant
_____________
Microsoft Corp – the other party's
prior written approval, which approval shall not be unreasonably
withheld or delayed.
10.2 Assignment of Agreement. Company and Microsoft Corp oration hereby
approve the assignment of the Agreement and the rights and obligations
under the Agreement and this Schedule to Microsoft Online, an
_____________
Microsoft Corp – approve the assignment of the Agreement and the rights and obligations
under the Agreement and this Schedule to Microsoft Online, an
affiliate of Microsoft Corp oration.
This Schedule shall be attached to and incorporated into the Agreement, and is
subject to all the terms and conditions of the
_____________
dt 116519
;
| Microsoft Online, L.P.;
Ediets com Inc
|
Preview
Full Doc
| 2001 |
Master Advertising Agreement (Non-Standard)
Master Advertising Agreement (Non-Standard) (81K)
Doc #146971: Click preview link for longer preview.
MASTER ADVERTISING AGREEMENT
(NON-STANDARD)
This Master Advertising Agreement (the "Agreement") is made and entered
into as of the 29th day of March, 2001 (the "Effective Date") by and between
eDiets.com ("Company"), with its principal business offices located at 3467 West
Hillsboro Boulevard, Suite Two, Deerfield Beach, FL 33442, and Microsoft
Corporation ("Microsoft"), with its principal business offices located at One
Microsoft Way, Redmond, WA 98052.
In consideration of the covenants and conditions hereinafter set forth,
Microsoft and Company agree as follows:
1. Services. Company shall participate in the program(s) set forth in the
Schedule(s) attached hereto by mutual written agreement of the parties.
Each Schedule shall be not be effective until signed by both parties.
2. Payment.
a. Invoices. Company shall pay Microsoft the fees set forth in each
Schedule within thirty (30) days after the date of each Microsoft invoice.
Amounts not paid when due or during the cure period under this Agreement
will accrue interest at a rate of one and one-half percent (1.5%),
compounded on a monthly basis. In addition to all other available rights
and remedies, Microsoft reserves the right to cancel and remove any and
all advertisements if Company fails to make timely payments of any amounts
owing hereunder. All payments of amounts owing to Microsoft will be made
at the following location or such other location designated by Microsoft
in writing: Microsoft Corporation, P.O. Box 7247-7123, Philadelphia, PA
19170-7123.
b. Taxes. The fees, advances and other amounts owing to Microsoft pursuant
to this Agreement do not include taxes or other governmental fees. Company
will pay all taxes and other governmental fees arising out of or related
to all transactions undertaken pursuant to this Agreement, other than
taxes on Microsoft income and revenue, and will provide Microsoft with
appropriate evidence of such payment upon request.
3. Content license. Company will provide advertisements, trademarks, product
images and/or content (collectively, "Content") necessary to fulfill its
obligations under each Schedule. Company hereby grants Microsoft a
world-wide, non-exclusive, royalty-free license to distribute, display,
transmit, and otherwise use the Content as reasonably anticipated to
fulfill Microsoft's obligations under this Agreement and such Schedule(s).
4. Content limitations. Content may not contain, advertise, link (either
directly or, if with the knowledge of Company, indirectly) to or otherwise
be related to content that (a) is obscene, defamatory, libelous,
slanderous, profane, indecent or unlawful; (b) infringes or
misappropriates third party intellectual property rights (including, but
not limited to, copyrights, trademarks, service marks or any other
proprietary, publicity or privacy right); (c) constitutes "hate speech",
whether directed at an individual or a group, and whether based upon the
race, sex, creed, national origin, religious affiliation, sexual
orientation or language of such individual or group; (d) facilitates or
promotes gambling, or the sale or use of liquor, tobacco products or
illicit drugs; or (e) facilitates, promotes or forwards illegal contests,
pyramid schemes or chain letters. Microsoft may, but is under no
obligation to, review the Content, and may refuse to make Content
available to users in whole or in part if Microsoft determines that
Content violates the foregoing limitations or such other reasonable
limitations as Microsoft may adopt from time to time. Additionally,
Company warrants that it will not willfully or knowingly provide Content
which promotes or contains viruses, worms, corrupted files, cracks or
other materials that are intended to or may damage or render inoperable
software, hardware or security measures of Microsoft, subscribers or any
third party. Failure by Microsoft to exhibit Content which does not meet
the specifications required by Microsoft, includes materials which do not
meet Microsoft's content limitations, and/or is in violation of Company's
warranties does not constitute a breach of this Agreement or otherwise
entitle Company to any legal remedy.
5. Links to Internet sites. Company warrants and represents to Microsoft that
each Internet site identified by URLs in advertisements is in compliance
with Company's warranties set forth in Section 8. Microsoft may reject any
Content or refuse to provide links from any site owned, operated or
controlled by Microsoft to any materials on Company's site that: (a)
violates Company's warranties; (b) is factually inaccurate, misleading or
deceptive; and/or (c) contain any programs, application, interfaces or
other functions that, given the nature of the Microsoft network of
Internet services (collectively, "MSN") and in Microsoft's reasonable
judgment would have a deleterious effect on any MSN user's experience. In
determining whether any materials on the Company's site or Content would
have a deleterious effect on a MSN user's experience, Microsoft shall use
standards consistent with those Microsoft uses to determine quality
standards for its other featured partners. Microsoft may test Company's
URLs, and in Microsoft's sole discretion may remove any URLs at any time
that fail to comply with the above requirements if Company has not cured
such failure within forty-eight (48) hours of notification.
Notwithstanding the foregoing, Company may provide alternate URLs to
Microsoft.
146971
|
eDiets.com
As referenced in this Master Advertising Agreement (Non-Standard):
EDIETS.COM, Inc – to survive such termination.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.
MICROSOFT CORPORATION EDIETS.COM, Inc .
/s/ Gary Larkin /s/ Ronald Caporale
-------------------------------- ---------------------------------
By (Sign) By (Sign)
Gary Larkin Ronald Caporale
-------------------------------- ---------------------------------
Name (Print) Name (Print)
MSN Sales Manager EVP
_____________
EDIETS.COM Inc – of the Agreement. Whereby the parties
enter into this Schedule as of the later of the two dates below.
Microsoft Company
MICROSOFT CORPORATION EDIETS.COM Inc .
One Microsoft Way 3467 W. Hillsboro Blvd., Suite 2
Redmond, WA 98052-6399 Deerfield Beach, FL 33442
By /s/ Gary Larkin /s/
_____________
dt 309562
;
|
Microsoft
As referenced in this Master Advertising Agreement (Non-Standard):
Microsoft
Corp – and between
eDiets.com ("Company"), with its principal business offices located at 3467 West
Hillsboro Boulevard, Suite Two, Deerfield Beach, FL 33442, and Microsoft
Corp oration ("Microsoft"), with its principal business offices located at One
Microsoft Way, Redmond, WA 98052.
In consideration of the covenants and conditions hereinafter
_____________
Microsoft Corp – All payments of amounts owing to Microsoft will be made
at the following location or such other location designated by Microsoft
in writing: Microsoft Corp oration, P.O. Box 7247-7123, Philadelphia, PA
19170-7123.
b. Taxes. The fees, advances and other amounts owing to Microsoft pursuant
to
_____________
Microsoft Corp – with a copy to:
eDiets.com, 3467 West Hillsboro Boulevard, Suite Two, Deerfield Beach, FL
33442 attn: Legal Department.
f. Notices to Microsoft: Microsoft Corp oration, One Microsoft Way,
Redmond, WA 98052-6399, Attn: Program Contact (as designated in each
Schedule), with a copy to: Microsoft Law & Corporate
_____________
MICROSOFT CORP – be
deemed to survive such termination.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.
MICROSOFT CORP ORATION EDIETS.COM, Inc.
/s/ Gary Larkin /s/ Ronald Caporale
-------------------------------- ---------------------------------
By (Sign) By (Sign)
Gary Larkin Ronald Caporale
-------------------------------- ---------------------------------
Name (Print) Name (Print)
MSN
_____________
Microsoft Corp – INTERNET SERVICES ADVERTISING
This Schedule 1 is made pursuant to that certain Master Advertising Agreement
(the "Agreement") dated _____, 2001 by and between Microsoft Corp oration
("Microsoft") and eDiets.com ("Company") and confirms the terms pursuant to
which Company will purchase advertising placements on MSN.
1. AD PLACEMENTS:
_____________
dt 116520
|
Preview
Full Doc
| 2001 |
Listing and Advertising Agreement
Listing and Advertising Agreement (19K)
Doc #146975: Click preview link for longer preview.
LISTING AND ADVERTISING AGREEMENT
This Listing and Advertising Agreement (this "Agreement") was entered into
this 4th day of August, 1999 by EVRI / CarFinance.com and between Intelligent
Life Corp., a Florida corporation ("ILIFE") with its principal place of business
at 11811 U.S. Highway One, Suite 101, North Palm Beach, Florida, and the persons
or entities described on Schedule A hereto (collectively, "Advertiser"). All
Schedules and Exhibits shall be incorporated herein by this reference and shall
be made a part hereof.
The parties agree as follows:
1. Term. The term of this Agreement (the "Term") shall begin and become
effective as of the date above and remain in force for 12 calendar months
from that date or until terminated by either party as provided by this
Agreement. If renewal terms are permitted, a Term shall refer to the
initial Term as well as any renewal Terms.
2. Standards. The advertising policies as set forth in Exhibit A shall be
agreed and adhered to.
3. Advertising Fee. The Advertising Fee shall be as set forth on Schedule A
(as mutually amended from time to time in the form of a Schedule B) ILIFE
reserves the right to hold Advertiser and any authorized advertising agent
included on Schedule A (as mutually amended from time to time in the form
of a Schedule B) jointly and severally liable for any and all amounts owed
under this Agreement. Advertiser acknowledges that any discounts from the
Advertising Fee as set forth on aforementioned schedules were granted in
exchange for Advertiser's agreement to include Advertisements and/or
Hyperlinks (as such terms are defined herein) in ILIFE's media on a regular
basis as set forth in this Agreement. In the event that the Advertisements
and/or Hyperlinks are not published according to the frequency agreed to by
the parties, ILIFE reserves the right to back charge Advertiser for any and
all such previously discounted amounts Advertising Policy. Unless otherwise
stated both parties agree to adhere to the terms of ILIFE's advertising
policy as stated on Exhibit A.
146975
| EVRI / CarFinance.com;
Intelligent Life Corp.;
| E-Loan Inc.
|
Preview
Full Doc
| 1998 |
Advertising Agreement Terms & Conditions
Advertising Agreement Terms & Conditions (11K)
Doc #147103: Click preview link for longer preview.
Advertising Agreement Terms & Conditions
The advertiser named on the Advertising Order attached hereto ("Order") desires
to have certain material developed and published on the World Wide Web/Internet
by go2net, Inc. ("go2net") upon the terms and conditions set forth herein and on
the terms and conditions set forth in the Advertising Order attached hereto
(together, this "Agreement").
All payments shall be due in advance. Advertisers who have submitted credit
applications and received approval from go2net on such applications will be
given net 20 days terms. A late charge of 1.5 percent per month of the
outstanding balance shall be applied to each payment not made within 20 days
from receipt of the invoice.
All materials that Advertiser desires to have go2net place online are subject to
go2net's approval. go2net expressly reserves the right, at its sole discretion
and at any time, to cancel any Advertising Order or reject any advertising
material, including withdrawing any advertising materials which are currently on
display or have previously been published. If any advertising materials are
withdrawn or canceled prior to display, go2net's only obligation to Advertiser
will be to refund any fees paid in advance of the canceled advertising.
The term of the advertising shall be as set forth on the Advertising Order
attached hereto. Either party may terminate this Agreement at any time in the
event of a material breach by the other party, which remains uncured after
thirty days written notice thereof. Notice shall be deemed to have been
received five days after mailing such notice if sent by first class mail or on
the day transmitted if sent by facsimile transmission. go2net further reserves
the right to cancel this agreement for any reason, provided written notice is
sent to the Advertiser.
For any reason other than a material breach by go2net, Advertiser may not
terminate this agreement.
Advertiser is solely responsible for any legal liability arising out of or
relating to the material that Advertiser desires to have go2net place online for
purposes of the advertising ("Advertising Material"). Advertiser represents and
warrants that the Advertising Material it seeks to have go2net place online
complies with go2net's standards, and that Advertiser holds the necessary rights
to permit use of the Advertising Materials by go2net for the purpose of this
Agreement; and that the use, reproduction, distribution, or transmission of the
Advertising Material will not violate any criminal laws or any rights of any
third parties, including, but not limited to, such violations as infringement or
misappropriation of any copyright, patent, trademark, trade secret, music,
image, or other proprietary or property right, false advertising, unfair
competition, defamation, invasion of privacy or rights of celebrity, violation
of any anti-discrimination law or regulation, or any other right of any person
or entity. Advertiser agrees to indemnify go2net and to hold go2net harmless
from any and all liability, loss, damages, claims, or causes of action,
including reasonable legal fees and expenses that may be incurred by go2net,
arising out of or related to Advertiser's breach of any of the foregoing
representations and warranties.
go2net is not responsible or liable for any errors in content or omissions or
consequences, damages, costs, refunds or rebates of any kind arising from any
interruption of service or other unavailability of the Internet or Web site in
which the advertising is displayed for whatever reason.
147103
| go2net, Inc.;
| Cyberian Outpost Inc
|
Preview
Full Doc
| 1996 |
Letter Agreement
Letter Agreement (4K)
Doc #147106: Click preview link for longer preview.
September 6, 1996
ICON Health & Fitness, Inc.
c/o Bain Capital, Inc.
Two Copley Place, 7th Floor
Boston, MA
Gentlemen:
The undersigned, Weider Publications, Inc. ("Publications"), hereby agrees
with you as follows:
During the period from the date hereof through September 6, 1998, if ICON
Health & Fitness, Inc. ("ICON") or any of its subsidiaries, provided that ICON
owns or controls 80% of the voting power of such subsidiary (such subsidiaries
referred to herein as the "Subsidiaries"), submits an insertion order to
Publications for advertising space in any U}S. or European magazines published
by Publications, Publications will offer a 40% discount (the "Discount") off the
specific magazine's 1X rate on its then current rate card to ICON for each year
in which: (i) in the case of magazines published by Publications in the United
States, ICON and its Subsidiaries shall have purchased (which shall mean the
advertising page ran in the specified magazine during the year), in the
aggregate, an annual minimum of $500,000 (U.S.) of advertising space in such
magazines or (ii) in the case of magazines published by Publications in Europe,
ICON and its Subsidiaries shall have purchased (as defined above), in the
aggregate, an annual minimum of %150,000 (U.S.) of advertising space in such
147106
| ICON Health & Fitness, Inc.;
| Ihf Capital Inc
|
Preview
Full Doc
| 1996 |
Standard Conditions
Standard Conditions (15K)
Doc #147123: Click preview link for longer preview.
STANDARD CONDITIONS
The terms "Company", "Advertiser", and "Agency", as used herein shall reference
the parties designated on the reverse side.
(1) EFFECTIVE DATE:
In the event posters arrive after posting date, the company must charge
for the full period of time beginning with the original posting date.
(2) EXPIRATION DATE:
a) This display contract shall remain in full force and effect at the
contracted rate until such time that the Company receives written notice of
intent to terminate display contract from Advertiser. Advertiser shall notify
the Company in writing not less than sixty (60) days prior to the expiration
date of this display contract of Advertiser's intent to terminate contract. Upon
receipt of notice to terminate, The Company shall recognize the termination date
of this display contract to be sixty (60) days from the Ist of the month
immediately following date of receipt of notice to terminate. If the notice to
terminate is received on the I st of the month, the expiration date shall be
sixty days from date of receipt.
b) The Company shall have the option to terminate this contract at the
end of any monthly period, after the end of the original term.
(3) ARTWORK
a) If there is no Agency discount allowed on this contract, The Company
will provide artwork as part of the production costs associated with this
contract. The artwork will be approved in advance of production by the
Advertiser.
b).All parties acknowledge that the Agency discount is allowed because
the Agency performs certain duties relevant to the proper execution of this
contract. A substantial portion of those duties include preparation of correct
and Advertiser approved artwork. If there is an Agency discount allowed as part
of this contract, the Agency will be responsible for providing The Company with
completed =d approved artwork. 'Me artwork must be submitted to The Company with
all details and colors specified and in the proper scale as required by The
Company.
c) Advertiser and Agency each individually warrant that they have
diligently verified the originality and authenticity of rights to all materials,
logos or ideas submitted for use pertinent to this contract. Advertiser and
Agency each individually also warrant that they have obtained specific
permission from the rightful owner, for the use of any materials, trademarks,
trade names or ideas submitted to the Company as artwork or for the Company's
use in generating artwork pertinent to this contract. Advertiser and Agency each
individually agree to indemnify and hold harmless the Company from any damages
or lawsuits that may result from the improper or unauthorized use of such
material, trademarks, trade names or ideas.
(4) REPRODUCTION:
The Company agrees to reasonably and professionally reproduce all
designs submitted, and to maintain all displays in good condition.
(5) LOSS OF LOCATION
If a location, which is specified in this contract is lost for any
reason, the parties agree that it may be replaced by a similar location of at
least equal advertising value with consent of the Advertiser. If, within 90 days
after loss of location, no replacement location has been agreed upon, this
contract becomes null and void without penalty to either party.
(6) LOSS OF SERVICE
Should loss of service, or delay in execution of this contract by the
Company result from Acts of God, or any other cause beyond the control of the
Company, (to include work stoppage, strike, etc.) Agency or Advertiser are not
entitled to cancel but rather the Advertiser shall be granted a prorated credit
as computed on a thirty (30) day basis.
(7) ILLUMINATED DISPLAYS:
Illumination is considered to be an enhancement to the advertising
display and therefore non operational lighting does not affect the amount due
for the advertising display portion of this contract.
147123
|
TOTAL
As referenced in this Standard Conditions:
TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
{S – maintain
advertising display(s) for ________( ) months, beginning on the effective date
noted above.
{TABLE}
{CAPTION}
POSTER PANELS
- -----------------------------------------------------------------------------------------------------------------------------------
Market Showing Size Number of Panels Rate per Month Number of Months TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
{S } {C} {C} {C} {C} {C} {C} {C} {C} {C} {C} {C} {C}
YEAR JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
- -----------------------------------------------------------------------------------------------------------------------------------
Posting Months
- -----------------------------------------------------------------------------------------------------------------------------------
{/TABLE}
================================================================================
Signed
_____________
dt 1394300
;
| Bowlin Outdoor Advertising & Travel Centers Inc
|