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INSERTION ORDER #
WebMD 220395
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WebMD Advertising Agreement
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This WebMD Advertising Agreement sets forth the terms upon which the Client
identified herein shall be permitted to advertise on the WebMD Site
@▇▇▇.▇▇▇▇▇.▇▇▇. The attached General Terms and Conditions are expressly
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incorporated herein by reference and form a material part hereof. By executing
this WebMD Advertising Agreement, Client agrees to the terms set forth
hereinbelow and in the attached General Terms and Conditions.
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Today's Date: 1/2/02 [X] New Agreement
Sales Representative: ▇▇▇ ▇▇▇▇▇▇ [_] Changes to previous agreement
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Contact Information
Advertiser Agency Creative Contact/ 3/rd/ Party Server
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Company eDiets
Contact Barbie Hemp
Phone ▇▇▇-▇▇▇-▇▇▇▇
Email ▇▇▇▇@▇▇▇▇▇▇.▇▇▇
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Billing Company: eDiets Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ste 2
Information Attn: Barbie Hemp City: Deerfield Beach State: Fl, Zip: 33442
(Mandatory!) Email: Phone: Fax:
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Campaign Information Start Date: 4/1/02 End Date: 4/1/04
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Site(s) Impressions Placement (ROS, doi/apg, kw, sec,etc.) Ad Type ($)CPM ($) Total
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[_] WebMD Network [***]
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[_] [***] will be charged upfront on April 15,
2002, for production of the resource
center on AOL, MSN, and WebMD. After
12 months an additional [***] will be charged
for placement and redesign. Total
charge for the 3 resource centers is [***]
net. 2 PAYMENTS- 1/st/ invoice will be
sent April 15 2002. The 2/nd/ invoice
will be sent on April 15, 2003.
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[_] the 120x90, 120x240, 468x60, 120x60,
120x30, 100x100, 336x280 and 120x600
ads will be used the network.
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[_] Network consists of AOL, health, MSN
health, WebMD and ▇▇▇▇▇▇▇▇.▇▇▇
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[_] eDiets will be the exclusive
performance based advertiser and will
receive [***] for [***] months.
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[_]
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[_] Both eDiets and WebMD reserve a 90
day written cancelation policy
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[_]
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[_] See attached excel sheet for full
deal details and deliverables
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[_] All Prices are net
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[_]
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[_]
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Totals - - -
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Trafficking Information DART IO (Internal Use Only) IO #: Date booked:
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Please submit ad materials to ▇▇▇@▇▇▇▇▇.▇▇▇ DART IO Name:
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Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Username: Password:
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WebMD and Client reserve the right to terminate this WebMD Advertising Agreement
and remove Client's advertising from all of the WebMD sites at any time for any
reason upon 30 day written notice to WebMD or Client. In such event WebMD and/or
Client's sole and exclusive remedy shall be a prorated payment or refund of any
fee theretofore paid by Client or charged by WebMD.
I have read, understand, and agree to be bound by the foregoing and the General
Terms and Conditions which are incorporated herein by reference as if fully set
forth.
Client ____________________ Director __________________
Title ____________________ Manager/Account Executive __________________
Date ____________________ Date __________________
Note: Due to the continually evolving nature of the web, we reserve the right to
change our ad products with 30 days advance notice.
[LOGO]
WEBMD ADVERTISING AGREEMENT
GENERAL TERMS AND CONDITIONS
1. General Terms.
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This Agreement is between WebMD, Inc. ("WebMD") and ▇▇▇▇▇▇.▇▇▇ ("Client").
WebMD maintains a site on the Internet located at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇ (the
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"WebMD Site") that allows users to search for and access content on the
Internet. Client acknowledges that the sole obligation of WebMD is to display
promotional graphics, links and/or banner advertisements (the "Promotional
Displays") produced from advertising content provided by Client ("Client
Content") which conform to the specifications in this Advertising Agreement,
including these general terms and conditions and the insertion order attached
hereto (the "Agreement"). In this regard, Client agrees that (i) WebMD has the
right to market, display, perform, transmit and promote the Promotional
Displays, and (ii) users of WebMD's services have the right to access and use
the Promotional Displays and any content and/or services directly linked to the
Promotional Displays. WebMD will display the total impressions of the
Promotional Displays set forth in the attachment. Impression estimates set
forth therein are provided for illustrative purposes only. WebMD will use
commercially reasonable efforts to ensure that the Promotional Displays
substantially conform to the description set forth in the attachment. However,
WebMD reserves the right to change the overall format of the Promotional
Displays upon notice to Client.
2. Compliance With WebMD Advertising Standards.
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WebMD reserves the right to reject Client Content that is not consistent with
WebMD's standards. In addition, WebMD shall have the right, at any time, to
remove any Client Content or Promotional Displays and/or terminate this
Agreement if WebMD is directed to do so by any law enforcement agency, court or
government agency or if WebMD determines, in its sole discretion, that the
Client Content, Promotional Displays, or any portion thereof (i) violate WebMD's
then applicable advertising policy; (ii) violate any law, rule or regulation;
(iii) are the subject of a claim asserted by an entity to trademarks, trade
names, service marks or other proprietary rights or (iv) are otherwise
objectionable to WebMD. In such event, Client's sole remedy shall be that WebMD
(i) will display other Client Content or Promotional displays as mutually agreed
upon by the parties or (ii) if WebMD and Client cannot agree on the display of
such other Client Content or Promotional Displays, will refund to Client a pro
rata portion of the fee which Client has paid to WebMD for display of the
Promotional Displays. WebMD may
terminate this Agreement at any time in the event of material breach of this
Agreement by Client.
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3. Client's Warranties.
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Client is solely responsible for any legal liability arising out of or
relating to the Client Content and/or the Promotional Displays. Client
represents and warrants that (i) the Client Content complies with WebMD's
advertising standards; (ii) Client holds the necessary rights to permit the use
of Client Content and the display of Promotional Displays by WebMD for the
purposes of this Agreement; (iii) the use, reproduction, distribution, or
transmission of Client Content and the display of Promotional Displays will not
violate any civil or criminal laws, rules or regulations 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, night of publicity, 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; (iv) neither the Client Content nor the
Promotional Displays shall advertise or enable the unlawful sale of alcohol or
tobacco products or any unlawful gambling activity; and (v) Client Content
complies with all laws, rules and regulations of the country, state, or
territory in which the Client or WebMD is located. Client agrees to indemnify;
defend, WebMD and to hold WebMD harmless from any and all liability, loss,
damages, claims, or causes of action, including reasonable legal fees and
expenses that may be incurred by WebMD, arising out of or related to the Client
Content, Promotional Displays, or Client's breach of any of the foregoing
representations and warranties.
4. Payment.
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Advertising through Promotional Displays will be invoiced [***], and payment
in full will be due upon receipt of the invoice. The first payment must be paid
prior to the display of the first of the Promotional Displays. Subsequent [***]
installments will be due and must be paid on [***].
5. Term and Termination.
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The Term of this Agreement will commence as of the date indicated on the
attached insertion order as the "campaign start date" and will end as of the
date indicated as the "campaign end date." Client understands that once this
Agreement is executed, there shall be no refunds or proration of rates or
installment payments if Client elects to discontinue display of the Promotional
Displays prior to expiration of this Agreement. Notwithstanding the foregoing,
WebMD may terminate this Agreement if Client fails to pay any amount due
hereunder and such non-payment remains uncured for five (5) days following
notice to Client of non-payment.
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6. Disclaimer of Liability.
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UNDER NO CIRCUMSTANCES SHALL WEBMD BE LIABLE TO THE CLIENT FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES
ARE FORESEEABLE, AND WHETHER OR NOT WEBMD HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED
FOR HEREIN. WEBMD SHALL IN NO EVENT BE LIABLE TO CLIENT FOR MORE THAN THE TOTAL
AMOUNT PAID To WEBMD BY CLIENT HEREUNDER. WEBMD MAKES NO REPRESENTATIONS, AND
HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING WEBMD'S
SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, WEBMD SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING
THE NUMBER OF PERSONS WHO WILL ACCESS THE PROMOTIONAL DISPLAYS AND ANY BENEFIT
CLIENT MIGHT OBTAIN FROM INCLUDING THE PROMOTIONAL DISPLAYS BY WEBMD.
7. Notice.
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All notices and other communications between the parties to this instrument
shall be deemed given:
(i) If addressed to the appropriate address appearing on the face of
the insertion order, or if notice to a different address has been
given in accordance with this Section 7, then to that address, and
(ii) If delivered by electronic mail, when the sender has received
confirmation of delivery to the addressee; if delivered by
facsimile transmission, when the sender has received confirmation
of delivery to the addressee; if delivered by personal delivery,
when actually delivered; or if mailed, at the close of business of
the third business day after mailing.
8. Miscellaneous.
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The terms and conditions of this Agreement are confidential and neither
party will make any public statement, press release, or other announcement
relating to the terms and conditions of or existence of this Agreement without
the prior written approval of the other, unless required by law to do so. WebMD
and Client are independent contractors, and neither WebMD nor Client is an
agent, representative or partner of the other. This Agreement, including the
insertion order attached hereto, sets forth the entire agreement between Client
and WebMD, and supersedes any and all prior agreements (whether written or oral)
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of WebMD and Client with respect to the subject matter set forth herein. This
Agreement may only be modified, or any rights under it waived, by a written
document executed by authorized representatives of both parties. This Agreement
shall be interpreted, construed and enforced in all respects in accordance with
laws of the State of Georgia, without regard to the actual state or country of
incorporation or residence of Client. Client hereby irrevocably consents to the
exclusive jurisdiction of, the courts of the State of Georgia and the federal
courts situated in the State of Georgia in connection with any action arising
under this Agreement. Client may not assign this Agreement, in whole or in part
without the prior written consent of WebMD. This Agreement is duly enforceable
against the other party in accordance with its terms and conditions.
WEBMD, INC CLIENT
By: __________________ By: __________________
Title: _______________ Title: _______________
Date: ________________ Date: ________________
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Resource Center CPA Agreement
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eDiets Resource Center - please see [***]
description attached
*A Paid Customer does not include any credit card
sales that have been declined or cancelled within
Resource center will live on WebMD, the first ten {10} business days of the original
AOL and MSN. purchase.
eDiets will have at least three fixed links
driving traffic to the resource center area
on each of the three primary network
partners, AOL, MSN, and WebMD at all times.
[***] will be charged upfront as a monthly
production cost/Maintenance fee of the resource
center on AOL, MSN, and WebMD. After 12 months
an additional [***] will be charged for placement,
All ads on the resource centers are exclusive redesign and as a monthly maintenance fee. Total
to eDiets and ediets will have all charge for the 3 resource centers is [***] net.
impressions.
All links on resource center will drive to
ediets.
The 120x90, 120x240, 468x60, 120x60, 120x30,
100x100 and 120x600 ads will be used the network.
Additional Promotional drivers will be put in Network consists of AOL health, MSN health, WebMD
place on the network to drive traffic to the and ▇▇▇▇▇▇▇▇.▇▇▇
resource centers.
eDiets will be the exclusive performance based
advertiser and will receive [***] of [***] for
[***] months.
WebMD and eDiets reserve a 90 day written cancelation
policy
Content will be updated by WebMD no less than
[***] a year. WebMD and eDiets will work together
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to provide automatic feeds of content from
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predetermined areas of eDiets in order to
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keep the resource centers fresh and useful
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to the consumers.
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After year one another upfront fee of [***] will be
charged for year 2 as a monthly maintenance fee.
[***] Confidential Information
WebMD/ eDiets Resource Center - Details Continued
*Resource Center (AOL health, MSN health, WebMD)
Includes:
- pages designed by WebMD and approved by eDiets
- integrated articles supplied by WebMD
- articles from eDiets
- Exclusive banner placement on all pages of Resource Center - includeds
120x60, 120x90, 120x240, 468x60, 120x30
- Extended branding with logo's and lines of entitlement
- Prompts for user actions - tips, questions
- Drivers to the eDiets site
. Resource Center does not have an impression guarantee as it does
not yet exist and no forecast could be drawn. eDiets will receive
all impressions their resource center receives. All ads, logo's and
links on Center will lead to the eDiets.
Promotional Units-
Includes:
- Fixed Links
- 100x100 units
- 100x300 units
- Text alerts
- Rotational highlights on core site
*All promotional units will drive traffic to the ediets Resource center.
