AMENDMENT to the
MASTER ADVERTISING AGREEMENT
This AMENDMENT (the "Amendment") to Schedule 1 of that certain MASTER
ADVERTISING AGREEMENT (the "Agreement") dated April 5, 2001 is made by and
between Microsoft Corporation ("Microsoft") and ▇▇▇▇▇▇.▇▇▇ ("Company").
Microsoft and Company hereby agree to modify the Agreement as follows, effective
immediately:
1. Section 2.A shall be modified as follows: The second sentence will be
deemed deleted and the following shall be deemed inserted therein:
A "Conversion" means an approved credit card sign-up for Company's service
by: (i) a user that clicks through to Company's site from MSN; (ii) a
customer who formerly signed up for Company's service(s), allowed their
account to expire and signed up again after clicking through to Company's
site from MSN; (iii) a MSN-referred user by phone or fax; (iv) a user that
clicks through to Company's site from an e-mail sent by Company; and/or (v)
a user who has received a cookie from Company, as set forth in Section 2.B.
Methods (iv) and (v) shall be deemed "Remarketed Conversions" and will be
accounted at a lower rate, as set forth in Section 4.A.v below.
2. The following shall be deemed inserted as Section 2.B, and the remainder of
the sections shall be renumbered sequentially:
Company will cookie (as such term is commonly understood in the technology
industry) MSN users. Such cookie will enable MSN users to create a
Conversion either: (i) immediately upon linking to Company's site from MSN;
or (ii) within thirty (30) days after the cookie is issued upon linking to
Company's site from MSN as a result of the initial visit or of subsequent
Direct Mail by Company. Company will credit Microsoft for such Conversions,
provided that such Conversions are completed before the cookie expires.
Company agrees that MSN users may receive an unlimited number of cookies
from Company during the Term.
3. The first sentence of Section 3.A will be deemed deleted and the following
will be deemed inserted therein:
Company shall develop, implement and maintain the technology required to
track usage of the Conversions (including Remarketed Conversions) by users
linking to the Company site, and will provide Microsoft with weekly
Conversion reports substantially in the format set forth in Exhibit 1-C
("Reports") as set forth in Section 3.C
4. Section 4.A.v shall be deemed deleted, and the following shall be deemed
inserted therein:
Company agrees that the Conversions and Remarketed Conversions will be
valued at rates set forth below. Microsoft will receive credit for
Remarketed Conversions commencing as of April 1, 2001:
# of Conversions Conversion Rate Remarketed Conversion Rate
---------------- --------------- --------------------------
0 - 25,000 [__________] [__________]
25,001 - 50,000 [__________] [__________]
50,001 - Over [__________] [__________]
Except as specifically modified herein or in prior amendments, all other terms
and conditions of the Agreement shall remain in full force and effect.
WHEREBY the parties enter into this Amendment as of the later of the two
signatures dates below.
MICROSOFT CORPORATION COMPANY - ▇▇▇▇▇▇.▇▇▇
One Microsoft Way ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By /s/ ▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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(Sign) (Sign)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name (Print) Name (Print)
Sales Manager EVP Business Development
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Title Title
6/4/01 5/30/01
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Date Date