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EXHIBIT 10.29
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[Time Inc. Letterhead]
December 17,1998
VIA FEDERAL EXPRESS
Mr. ▇▇▇▇ ▇▇▇▇▇▇
Chief Executive Officer
THE VITAMIN SHOPPE
Westside Avenue
North Bergen, New Jersey 07047
Dear ▇▇▇▇:
I am writing to formalize our agreement for the [*****] sponsorship of
the Ask ▇▇. ▇▇▇▇ website by The Vitamin Shoppe for [*****]. As I hope
you know, I am very pleased to continue this relationship with you, and look
forward toward developing more ways to work together.
This letter sets out the [*****] sponsorship package for [*****] in its
entirety. As you will see, we have consolidated the language found in the
letters setting forth the agreed upon terms of the 1998 package and have
retained a substantial portion of the language we previously agreed upon. We
have made changes only where necessary to reflect the 1999 package and to
clarify issues left open or vague in the previous letters.
1. [*****] RATE
The cost of the total sponsorship package for the Ask ▇▇. ▇▇▇▇ website
for the [*****] is [*****], as agreed to using the formula set out in the
February 1998 letter. The Vitamin Shoppe will be entitled to [*****] from the
cost of this sponsorship package. This renewal pricing covers sponsorship of the
same sections of the Ask ▇▇. ▇▇▇▇ website that exist as of today's date and that
are specifically listed in Section 2 below. Additional content areas may be made
available on the Ask ▇▇. ▇▇▇▇ website during 1999 and The Vitamin Shoppe's
opportunity to sponsor those is dealt with later in this letter.
2. THE PROGRAM
Currently, Time Inc. New Media expects to make the following areas of
the Ask ▇▇. ▇▇▇▇ website publicly available on the World Wide Web of the
Internet during the [*****]:
Daily Q&A Vitamin Advisor
Editorial Links Page Vitamin Search
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Archives Area Webcast Page*
Herbal Medicine Chest Weekly Newsletter
* We are considering discontinuing the Webcast Page from the Ask ▇▇.
▇▇▇▇ website.
In addition, The Vitamin Shoppe's role as the [*****] and [*****] banner
advertiser will extend to the Eight Week Program area of the Ask ▇▇. ▇▇▇▇
website, but only to the extent such area is made available to all users of the
Ask ▇▇. ▇▇▇▇ website at no additional fee. However, this will not extend to any
"premium" offerings (i.e., made available for a fee and/or offered only to a
select group of users) of the Eight Week Program, including without limitation,
a "premium" e-mail offering of such program.
To underscore The Vitamin Shoppe's role as the [*****] and [*****]
banner advertiser of the Ask ▇▇. ▇▇▇▇ website on the Pathfinder Network, we will
add the following tag line on the home page and each other page of the Ask ▇▇.
▇▇▇▇ website (where space is available): "Sponsored by The Vitamin Shoppe".
No other sponsors or banner advertisers will appear in those areas of
the Ask ▇▇. ▇▇▇▇ website listed above after the [*****] sponsorship starts on
January 1, 1999. The Vitamin Shoppe will be the Ask Dr. Well website's sole
commerce partner for the sale of vitamins and supplements, although the Ask ▇▇.
▇▇▇▇ website may, from time to time during the calendar year 1999, include
commerce-based buttons that promote products or services other than vitamins and
supplements. In the event, however, that a third party with whom Time Inc. New
Media has a pre-existing relationship desires to have commerce-based buttons
that promote vitamins or supplements, such buttons shall be located [*****] or
more clicks away from the Ask ▇▇. ▇▇▇▇ website.
Hyperlinks will be placed on the navigational frame that appears on
virtually all places of the Ask ▇▇. ▇▇▇▇ website, and within the Vitamin
Advisor. We will also include a branded logo link on the navigational frame.
In the event the Ask ▇▇. ▇▇▇▇ website contains within its editorial text
commerce-based hyperlinks (that are typically displayed in green and are to be
distinguished from editorial hyperlinks which are typically displayed in blue
and from commerce-based buttons) that point to third party websites, such
hyperlinks shall not directly point directly (i.e., upon one click) to a page
that promotes vitamins or supplements.
The Vitamin Shoppe will develop and maintain within its website a
customized page(s) which will feature and offer for sale only selected brands.
The customized area will consist of no fewer than one (1) page, after which a
visitor may be taken into the main portion of The Vitamin Shoppe website. Users
who click the tagline, a banner advertisement, marketing button or other
equivalent promotion of The Vitamin Shoppe while on the Ask ▇▇. ▇▇▇▇ website
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will be automatically linked to such customized page(s) as the initial page(s)
they view on The Vitamin Shoppe's website.
Time Inc. New Media will provide The Vitamin Shoppe with customized
research, based on two surveys of Ask ▇▇. ▇▇▇▇ users to be conducted at times to
be mutually agreed upon by the parties.
3. NEW CONTENT/OPPORTUNITIES
The Vitamin Shoppe will have the right to a first look for the following
new and major areas of the Ask ▇▇. ▇▇▇▇ website that Time Inc. New Media expects
to launch: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Clinic and Women's Clinic. You will have a two week
period to review the cost and overall opportunity of such new areas. If The
Vitamin Shoppe passes on the opportunity (or if the two week period has run),
the Ask ▇▇. ▇▇▇▇ website will have the right to market the opportunity to other
parties.
If the Ask ▇▇. ▇▇▇▇ website chooses to lower the asking price for such
new areas that it takes to the marketplace, we will provide The Vitamin Shoppe
with an opportunity for a second look. The Vitamin Shoppe will then have four
business days to review the revised cost associated with sponsoring such new
areas. During this period of a second look, no other vitamin-related advertiser
will be pitched. If The Vitamin Shoppe passes again on sponsoring such new areas
of the Ask ▇▇. ▇▇▇▇ website (or if the four business day period has run), the
Ask ▇▇. ▇▇▇▇ website will have the right to market the opportunity to other
parties.
4. ▇▇. ▇▇▇▇ DEATH AND OTHER ISSUES
As you know, the agreement between Time Inc. New Media and ▇▇. ▇▇▇▇
provides Time Inc. New Media with certain termination rights if ▇▇. ▇▇▇▇ dies,
is incapacitated or commits certain inappropriate acts. If Time Inc. New Media
decides that it will no longer operate the website because of ▇▇. ▇▇▇▇'▇ death
or the occurrence of one of these acts, you would have no further obligation to
Time Inc. New Media.
However, if ▇▇. ▇▇▇▇ dies, and the Ask ▇▇. ▇▇▇▇ website continues to
operate, The Vitamin Shoppe will have the option to cancel the agreement if Ad
Views (as defined below) drop below an average of 700,000 per week over a
consecutive four week period.
5. BANNER ROTATION AND CONTENT INFORMATION
Time Inc. New Media will deliver to The Vitamin Shoppe on a bimonthly
basis a list of upcoming editorial topics (to the extent that such a list is
available). This will better serve both The Vitamin Shoppe and the website with
banners that are relevant to the subjects being discussed.
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6. SYSTEM FAILURE GUARANTEES
If the Ask ▇▇. ▇▇▇▇ website does not technologically function properly
for a full 24 hour period (or more), we will provide you with a cash rebate for
the loss of the day (the amount to be prorated against the sponsorship cost). We
will keep records in the unlikely event that this happens more than once.
7. PROMOTION
The Vitamin Shoppe will have the right to include language such as, but
not limited to, "[*****] sponsor of the Ask ▇▇. ▇▇▇▇ website," and the name and
likeness of ▇▇. ▇▇▇▇ solely in the exact manner such name and likeness appear in
the Ask ▇▇. ▇▇▇▇ website icon, so long as we approve each such use and so long
as you prominently and closely reference the Ask ▇▇. ▇▇▇▇ website URL whenever
using such icon. In addition, we will create and place at no cost to The Vitamin
Shoppe, advertising in other Time Inc. New Media websites or Time Inc. print
products (as determined by us following consultation with you) equivalent in
value to four 1/3rd square advertisements in PEOPLE Weekly Magazine (the value
of which shall be determined by reference to the open rate as set forth in
PEOPLE Weekly Magazine's rate card as of the date of this letter). Such
advertising will promote the Ask ▇▇. ▇▇▇▇ website and include a reference to,
"The Vitamin Shoppe as the [*****] sponsor of the Ask ▇▇. ▇▇▇▇ website", or such
other wording as the parties may agree.
8. LINK CO-SPONSOR TAGLINE
The tagline featured under the Ask ▇▇. ▇▇▇▇ icon will state the
following: "Sponsored by The Vitamin Shoppe". The Vitamin Shoppe name will be
linked so users can click directly on the company name. In return for this, we
request that you provide a link from The Vitamin Shoppe's home page to the Ask
▇▇. ▇▇▇▇ website.
9. WEEKLY TRAFFIC/SALES INFORMATION
Time Inc. New Media will provide you with weekly Ad View information and
click through numbers, via the Internet. We will review these figures with you
to assist The Vitamin Shoppe in receiving the highest yield possible. "Ad View"
shall mean each time that the sponsor tagline (as described above), a banner
advertisement, a marketing button or any other equivalent promotion of the
Vitamin Shoppe on the Ask ▇▇. ▇▇▇▇ website (each of which shall be counted as a
separate Ad View) is viewed by a user.
You will provide us with weekly sales figures, along with the number of
catalogs ordered, from The Vitamin Shoppe's website. This will provide us with
an insight as to how the Ask ▇▇. ▇▇▇▇ website is helping The Vitamin Shoppe and
will enable us to work with you knowledgeably to enhance our relationship.
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10. SPONSORSHIP PACKAGE [*****]
For continuation of The Vitamin Shoppe's sponsorship of the Ask ▇▇. ▇▇▇▇
website in the [*****], the Ask ▇▇. ▇▇▇▇ website will require a written
statement by September 15, 1999 of your interest to begin negotiations. If we
receive your written statement by such date, then for the 30 day period starting
on September 15, 1999 and ending on October 15, 1999, we will negotiate with The
Vitamin Shoppe on an [*****] basis regarding the sponsorship opportunities on
the Ask ▇▇. ▇▇▇▇ website for the [*****]. In the event that no agreement is
reached, we will be free to begin negotiations with third parties concerning the
sponsorship of all or any portion of the Ask ▇▇. ▇▇▇▇ website.
11. OTHER AREAS OF DISCUSSION
The Vitamin Shoppe will be entitled to receive weekly Ad Views, and, to
the extent such information is made available by us to other third party
advertisers, unique user figures (which The Vitamin Shoppe acknowledges will be
estimated research), provided by the Ask ▇▇. ▇▇▇▇ website.
12. ADDITIONAL BENEFITS / OPPORTUNITIES
Either party may issue its own press release announcing the
continuation of this strategic relationship, subject to other party's prior
written approval. Our Public Relations department will be responsible for
completing these tasks.
We will use The Vitamin Shoppe tagline in promotional and publicity
material we distribute concerning the Ask ▇▇. ▇▇▇▇ website, including in any
print ads we run in Time Inc. magazines.
We will designate a contact person here who will be able to provide you
with information, reports or answers to questions. A monthly conference call or
in-person meeting can also be set up if you wish.
As you know, we represent one arm of the ▇▇. ▇▇▇▇ franchise, which will
continue to grow and prosper as we enter the new millennium. We will explore
with ▇▇. ▇▇▇▇'▇ representatives opportunities in other media that could benefit
The Vitamin Shoppe and will act as liaison to coordinate The Vitamin Shoppe's
involvement.
We will work with you to create materials to be distributed in your
stores that will benefit your customers.
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13. ADDITIONAL TERMS
The fees will be payable on a quarterly basis with each payment due on
or before the beginning of each quarter (except that the first payment will be
due on or before January 15, 1999).
The sponsorship opportunities we are offering in this letter relate
only to those areas of the Ask ▇▇. ▇▇▇▇ website listed above as they appear in
the English language on the Pathfinder Network (as it is currently known),
targeted to users in the U.S. and Canada. We reserve the right to repurpose the
material on the Ask ▇▇. ▇▇▇▇ website in other formats and other media, to
translate it into another language and display the translation in other media
or online, and to disaggregate the website material for license or syndication
online outside of the Pathfinder Network, in such cases without any obligation
to The Vitamin Shoppe.
The Vitamin Shoppe will be responsible for completing all aspects of
transactions sought by users of the Ask ▇▇. ▇▇▇▇ site or the Pathfinder
Network, including order processing and security, fulfillment, catalog
distribution and customer service. In addition, The Vitamin Shoppe will comply
with appropriate privacy policies in handling customers' personally identifying
information. Specifically, The Vitamin Shoppe will prominently display, and
will strictly comply with, a privacy policy on its website that is
substantially similar to the privacy policy displayed on the Pathfinder
Network, and strictly adheres to the privacy guidelines and principles
promulgated by the Direct Marketing Association or the Online Privacy Alliance.
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14. CONCLUSION
All of us here at Time Inc. New Media are very excited about continuing
the relationship between the Ask ▇▇. ▇▇▇▇ website and The Vitamin Shoppe. By
combining the best that both companies have to offer, we will be able to offer
the consumer a unique experience that will serve both of our objectives.
Sincerely,
▇▇▇▇▇▇ ▇▇▇▇▇▇
ACKNOWLEDGED AND AGREED:
THE VITAMIN SHOPPE
By: /s/ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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cc. TIME INC. NEW MEDIA THE VITAMIN SHOPPE
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