Exhibit 10.12
DISTRIBUTION AGREEMENT
This AGREEMENT is entered into by and between Infoseek Corporation, a
corporation duly organized under the laws of California, with its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, hereinafter referred to as "Infoseek", and DVD Express Inc., a
corporation organized under the laws of the State of California with its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, hereinafter referred to as "Content Partner" or "DVD".
WITNESSETH:
WHEREAS, Infoseek has developed and maintains an Internet information search
and navigation service (the "Service") located at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ through
which information is provided to its users ("Users"); and
WHEREAS, Content Partner is the provider of information described in Appendix
A hereto (the "Content"), which Content Partner and Infoseek desire to make
available to Users;
NOW, THEREFORE, for good and valuable consideration, and in consideration of
the mutual covenants and conditions herein set forth, and with the intent to
be legally bound thereby, Infoseek and Content Partner hereby agree as
follows:
1. LICENSE; OBLIGATIONS OF CONTENT PARTNER
1.1 Subject to the terms and conditions of this Agreement, Content
Partner hereby grants to Infoseek and its subsidiaries and
affiliates (collectively "Infoseek"), a fully-paid, irrevocable,
worldwide, non-exclusive right and license to use, reproduce,
adapt, incorporate, integrate, distribute and otherwise exploit the
Content on the Service to be hosted on Infoseek's servers
("Infoseek-hosted Content") to Users via on-line access provided
directly or indirectly by Infoseek and, in conjunction with
Infoseek's activities pursuant to this Agreement, to exploit the
applicable copyrights, trade names, trade dress, trademarks and
other intellectual property rights of Content Partner. Content
Partner shall license to Infoseek only such Content to which it
owns and/or has rights to provide hereunder. Content Partner shall
notify Infoseek within a reasonable time in the event such Content
becomes no longer available for display on the Service and Infoseek
will remove such Content within a reasonable time. The terms set
forth in the Appendices attached hereto shall also apply to this
Agreement.
1.2 a. Content Partner will deliver to Infoseek the Infoseek-hosted
Content in a mutually agreeable format, electronically via
modem or Internet access (e.g. Internet ftp, Internet html, or
Internet e-mail). Content Partner agrees to certify that all
deliveries hereunder were made electronically. Content Partner
will promptly correct any errors contained in the
Infoseek-hosted Content of which it becomes aware. Content
Partner will make updates to the Infoseek-hosted Content
available to Infoseek on a regular mutually agreed upon basis.
Infoseek shall have the right, but not the obligation, to
remove, or direct Content Partner to remove, from the
Infoseek-hosted Content, information or other material which
Infoseek, in its sole discretion, determines to be offensive,
in poor taste, or otherwise objectionable.
b. The portion of the Content not to be hosted on Infoseek's
servers will be hosted on Content Partner's servers and
accessed by Users from a Content Partner/Infoseek co-branded
Web page ("Co-Branded Page") pursuant to the specifications in
Appendix C hereto. Content Partner shall cooperate and assist
Infoseek by promptly answering questions and complaints
regarding the Content. Content Partner shall promptly inform
Infoseek of any event or circumstance, and provide all
information pertaining to such event or circumstance, related
to the Content which could lead to a claim or demand against
Infoseek by any third party.
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1.3 Content Partner agrees not to override browser back button
functionality to prevent Users who link to the Content Partner
service from the Service from returning to the Service.
1.4 Each party will be responsible for its respective
telecommunications charges with respect to the provision of
respective portions of the Content to Infoseek and to Users.
Infoseek retains the right to adapt or otherwise alter the design,
look, content and any other attributes of the Content and the
Service and Service pages. Infoseek will use commercially
reasonable efforts to incorporate into the Content error
corrections, as provided and identified as such by Content Partner.
2. FEES AND PAYMENTS
2.1 Content Partner will make payments to Infoseek in the amounts and
at the times specified in Appendix B. Content Partner will be
responsible for the proper payment of all taxes, including sales,
excise and value added taxes, which may be levied in connection
therewith, exclusive of taxes based upon Infoseek's net income.
2.2 a. Each payment will be accompanied by a report which details the
payment due and which contains the methodology used to
calculate the payment due. Such report will include the
information specified in Appendix B.
b. Infoseek shall have the right to retain a U.S. nationally
prominent or other mutually agreeable independent auditor to
whom Content Partner shall allow reasonable access to Content
Partner's applicable books of account and other for the
purpose of verifying the amounts due and payable to Infoseek
under this Agreement. Access to Content Partner's
documentation shall be during Content Partner's regular
business hours upon at least fifteen (15) business days prior
written notice. Infoseek may request audits no more than once
in a consecutive twelve (12) month period and may not review
records more than twelve (12) months old. In the event that an
audit discloses an underpayment, Content Partner shall
immediately pay to Infoseek the amount of such underpayment
and in the event that an audit discloses an underpayment of
one hundred thousand dollars ($100,000) or more, Content
Partner shall immediately pay to Infoseek the amount of such
underpayment and shall pay the reasonable costs of such audit.
3. CONFIDENTIAL INFORMATION
3.1 Either Infoseek or Content Partner may disclose to the other (the
"Receiving Party") certain information that the disclosing party
deems to be confidential and proprietary ("Proprietary
Information"), and technical and other business information of the
disclosing party that is not generally available to the public.
3.2 The Receiving Party agrees to use Proprietary Information solely in
conjunction with its performance under this Agreement and not to
disclose or otherwise use such information in any fashion. The
Receiving Party, however, will not be required to keep confidential
such Proprietary Information that becomes generally available
without fault on its part; is already rightfully in the Receiving
Party's possession without restriction prior to its receipt from
the disclosing party; is independently developed by the Receiving
Party; is disclosed by third parties without similar restrictions;
is rightfully obtained by the Receiving Party from third parties
without restriction; or is otherwise required by law or judicial
process.
4. REPRESENTATIONS AND WARRANTIES
4.1 Content Partner is the owner and/or has the right to grant the
rights hereunder and Content Partner is solely responsible for any
legal liability whether in tort, contract, or otherwise
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arising out of or relating to (i) the Content, and/or (ii) any
material to which users can link through the Content. Content
Partner represents and warrants to Infoseek, and any entities
("Third Party Entities") to and by whom Content is delivered for
display to users, that it holds the necessary rights to permit the
use of Content by Infoseek for the purpose of this Agreement; that
its entry into this Agreement does not violate any agreement with
any other party; that its performance under this Agreement will
conform to applicable laws and government rules and regulations;
and that the use, reproduction, distribution, transmission, or
display of Content, any data regarding users, and any material to
which users can link through Content, will not (a) violate any 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 dress, trade secret, music,
image, or other proprietary or property right, false advertising,
unfair competition, defamation, invasion of privacy or publicity
rights, moral or otherwise, or rights of celebrity, violation of
any antidiscrimination law or regulation, or any other right of any
person or entity; or (b) contain any material that is: unlawful,
harmful, fraudulent, threatening, abusive, harassing, defamatory,
vulgar, obscene, profane, hateful, racially, ethnically, or
otherwise objectionable, including, without limitation, any material
that supports, promotes or otherwise encourages wrongful
conduct that would constitute a criminal offense, give rise to
civil liability, or otherwise violate any applicable local, state,
national or international laws.
4.2 Infoseek represents and warrants to Content Partner that its entry
into this Agreement does not violate any agreement with any other
party; that its performance under this Agreement will conform to
applicable laws and government rules and regulations; and that the
technology as utilized by the Service does not infringe any
copyright, patent, trademark, trade dress or trade secret of any
person or entity.
5. LIMITATION OF LIABILITY; DISCLAIMER
5.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY
NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
5.2 EXCEPT AS SET FORTH IN SECTION 4, NEITHER PARTY MAKES ANY, AND EACH
PARTY ACKNOWLEDGES THAT THE OTHER HAS NOT MADE ANY, AND HEREBY
SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, REGARDING THE SERVICE, THE CONTENT OR THE OPERATION OF
THE CONTENT ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
6. TERM AND TERMINATION
6.1 This Agreement shall be effective on the date executed by Infoseek
("Effective Date") and shall continue in force for an initial term
ending twenty four (24) months from the Effective Date ("Initial
Term"). Launch Date is defined as the date the Content Partner's
elements become available to Users on the Service as designated in
writing by Infoseek to Content Partner. Upon prior mutual written
agreement, the then current term of this Agreement may be renewed at
the end of such initial term and each anniversary date thereafter
for one (1) year renewal terms. Infoseek or Content Partner may
terminate this Agreement at any time, without cause, upon at least
sixty (60) days prior written notice.
6.2 Either party will have the right to terminate this Agreement if the
other party is in default of any obligation herein, which default
is incapable of cure or which, being capable of cure, is not cured
within sixty (60) days (or fourteen (14) days with respect to any
default in any payment obligation) after receipt of written notice
of such default from the non-defaulting party or within such
additional cure period as the non-defaulting party may authorize.
If the
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Content Partner's service does not meet the following performance
standards, Infoseek shall notify the Content Partner in writing and
upon such notice Infoseek shall have the right to terminate in
accordance with the following:
a. Uptime Performance: The Content Partner service shall maintain a
one hundred percent (100%) uptime within a one week period
(with the exception of any scheduled maintenance performed by
Content Partner where Infoseek is notified in advance) as
measured by HTML requests from Infoseek at five (5) minute
intervals with thirty (30) second time-outs. Service uptime
means a User is able to link to Content Partner's service. If
Content Partner's service fails to meet such uptime
performance standards and is not corrected within forty-eight
(48) hours from written notification to Content Partner by
Infoseek, Infoseek may immediately terminate this Agreement
upon written notice. Such Uptime Performance shall be measured
by multiple independent third party ISPs.
b. Functional Performance: The Content Partner service shall
function ninety-nine percent (99%) of the time within a one
week period (with the exception of any scheduled maintenance
performed by Content Partner where Infoseek is notified in
advance) as measured by HTML requests from Infoseek at five
(5) minute intervals with thirty (30) second time-outs. If the
Content Partner's service fails to meet such functional
performance standards for a period of five (5) consecutive
working days after written notification by Infoseek, Infoseek
may immediately terminate the Agreement upon written notice.
Functional service means a User can perform a transaction on
Content Partner's service. Such Functional Performance shall be
measured by multiple independent third party ISPs.
6.3 All provisions of this Agreement which may be reasonably
interpreted or construed as surviving the termination or expiration
of this Agreement shall survive the termination or expiration of
this Agreement.
6.4 Upon the termination or expiration of this Agreement, each party
shall promptly return all Proprietary Information, and other
information, documents, manuals and other materials belonging to the
other party, except as may be otherwise provided in this Agreement.
7. FORCE MAJEURE
Neither party will be liable for delay or default in the performance of
its obligation under this Agreement (other than for non-payment) if
such delay or default is caused by conditions beyond its reasonable
control, including, but not limited to, fire, flood, accident,
earthquakes, telecommunications line failures, storm, acts of war, riot,
government interference, strikes and/or walk-outs.
8. ADVERTISING AND PROMOTION
8.1 Content Partner and Infoseek may undertake such joint marketing
efforts as may be mutually agreed upon from time to time. Each
party shall cooperate and assist the other party by supplying,
without charge, reasonable quantities of materials for the other
party's marketing and promotional activities.
8.2 Unless required by law or to assert its rights under this
Agreement, and except for disclosure on a "need to know basis" to
its own employees, and its legal, investment, financial and other
professional advisers on a confidential basis, each party agrees
not to disclose the terms of this Agreement or matters related
thereto without the prior written consent of the other party.
Content Partner, however, may identify Infoseek in its published
listing of available services or distributors.
9. INDEMNIFICATION
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9.1 Content Partner agrees to defend, indemnify and hold Infoseek and
Third Party Entities and its and their officers, directors, agents and
employees harmless from and against any and all claims, demands,
liabilities, actions, judgments, and expenses, including reasonable
fees and expenses of attorneys, paralegals and other professionals,
arising out of or related to (i) any breach of any of Content
Partner's representations and warranties hereunder, or (ii) any injury
to person or property caused by any products or services sold or
otherwise made available through the Content.
9.2 Infoseek agrees to defend, indemnify and hold Content Partner and its
officers, directors, agents and employees harmless from and against
any and all claims, demands, liabilities, actions, judgments, and
expenses, including reasonable fees and expenses of attorneys,
paralegals and other professionals, arising out of or related to any
breach of any of Infoseek's representations and warranties hereunder.
10. GENERAL TERMS AND CONDITIONS
10.1 The parties to this Agreement are independent contractors. Neither
party is an agent, representative or partner of the other party.
Neither party shall have any right, power or authority to enter into
any agreement for or on behalf of, or to incur any obligation or
liability for, or to otherwise bind, the other party. This Agreement
shall not be interpreted or construed to create an association, joint
venture, co-ownership, co-authorship, or partnership between the
parties or to impose any partnership obligation or liability upon
either party.
10.2 Content Partner shall not assign, sublicense or otherwise transfer
(voluntarily, by operation of law or otherwise) this Agreement or any
right, interest or benefit under this Agreement, without the prior
written consent of Infoseek. Any attempted assignment, sublicense or
transfer in derogation hereof shall be null and void. Subject to the
foregoing, this Agreement shall be fully binding upon, inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and assigns.
10.3 No change, amendment or modification of any provision of this
Agreement or waiver of any of its terms will be valid unless set forth
in writing and signed by the party to be bound thereby.
10.4 This Agreement shall be interpreted, construed and enforced in all
respects in accordance with the laws of the State of California. Each
party irrevocably consents to the exclusive jurisdiction of any state
or federal court for or within Santa ▇▇▇▇▇ County, California over any
action or proceeding arising out of or related to this Agreement, and
waives any objection to venue or inconvenience of the forum in any
such court.
10.5 The failure of either party to insist upon or enforce strict
performance by the other party of any provision of this Agreement or
to exercise any right under this Agreement shall not be construed as
a waiver or relinquishment to any extent of such party's right to
assert or rely upon any such provision or right in that or any other
instance; rather the same shall be and remain in full force and
effect.
10.6 Any notice, approval, request, authorization, direction or other
communication under this Agreement shall be given in writing, will
reference this Agreement, and shall be deemed to have been delivered
and given (a) when delivered personally; (b) three (3) business days
after having been sent by registered or certified U.S. mail, return
receipt requested, postage and charges prepaid, whether or not
actually received; or (c) one (1) business day after deposit with a
commercial overnight courier, with written verification of receipt.
All communications will be sent to the addresses set forth below or to
such other address as may be designated by a party by giving written
notice to the other party pursuant to this section 10.6.
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If to Content Partner: If to Infoseek:
DVD Express Inc. Infoseek Corporation
Attention: Legal Department Attention: Legal Department
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10.7 This Agreement constitutes the entire agreement between the parties
and supersedes any and all prior agreements or understandings between
the parties with respect to the subject matter hereof. Neither party
shall be bound by, and each party specifically objects to, any term,
condition or other provision or other condition which is different
from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) and which is proffered
by the other party in any purchase order, correspondence or other
document, unless the party to be bound thereby specifically agrees to
such provision in writing.
10.8 The headings used in this document are for convenience only and are
not to be construed to have legal significance. In the event that any
provision of this Agreement conflicts with the law under which this
Agreement is to be construed or if any such provision is held invalid
by a court with jurisdiction over the parties to this Agreement, such
provision shall be deemed to be restated to reflect as nearly as
possible the original intentions of the parties in accordance with
applicable law, and the remainder of this Agreement shall remain in
full force and effect.
ACCEPTED FOR INFOSEEK CORPORATION ACCEPTED FOR DVD EXPRESS
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------- -----------------------------
Authorized Signature Authorized Signature
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------- ----------------------
Title: VP and General Counsel Title: President
------------------------------ ---------------------------
Date: 10/13/98 Date: 10/8/98
------------------------------ ---------------------------
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APPENDIX A
1. CONTENT
"Content" means the Infoseek-hosted Content, and all materials, logos,
attributions, information, and data (a) appearing on the Co-Branded Pages,
excluding portions thereof provided by Infoseek; (b) linked to or from the
Infoseek-hosted Content; or (c) originated by and/or appearing on Content
Partner's site.
PROGRAM DESCRIPTION
For the term of this Agreement, Content Partner shall be the exclusive paid
DVD movie promoter on the Movie Sub-Channel homepage on the Service as
specified in Appendix D, excluding unpaid content, except as otherwise
specified herein. "Exclusive paid DVD movie promoter" means that Infoseek
shall not enter into an Agreement to display any ad banners, spotlights
and content selling DVD movies on the Movie Sub-Channel homepage. In
addition, for the term of this Agreement, Infoseek agrees that that no
more than one paid promoter of VHS video movies shall appear on the Movie
Sub-Channel homepage, excluding ad banners and spotlights and unpaid
content, on the Service.
For the term of this Agreement, Infoseek will not accept advertising on the
Movie Sub-Channel homepage promoting the sale of DVD movies on the Service
from Named Direct Competitors listed on Appendix E. Infoseek shall not be
prevented from entering into arrangements with any entity involving direct
advertising and promotion on the Service of anything other than the sale of
DVD Movies. Infoseek shall guarantee the following elements and positioning
as described below. Above the fold shall mean the appearance of text or
graphics at the top of a web page visible to Users on an 800x600-pixel
screen without scrolling down ("Above the Fold").
2.1 YEAR 1
a. ONE (1) ANCHOR SPONSOR BUTTON sponsoring the Movie Sub-channel: to be
located Above the Fold, on the Entertainment Channel Home Page. Such
button shall link directly to a Co-branded page hosted by DVD. Annual
Traffic Guarantee [***].
b. ONE (1) CONTENT BOX: to be located Above the Fold, on the Movie
Sub-channel of the Entertainment Channel. Annual Traffic Guarantee
[***].
c. TEXT LINK: to be located on the Entertainment Channel Directory
Results Pages. Annual Traffic Guarantee [***].
d. BANNERS - ENTERTAINMENT CHANNEL: Annual Traffic Guarantee [***].
e. BANNERS - ULTRAMATCH: Annual Traffic Guarantee [***].
f. BANNERS - GENERAL ROTATION: Annual Traffic Guarantee [***].
g. KEYWORDS - DVD, MOVIE(S): Annual Traffic Guarantee [***].
YEAR 2
h. ONE (1) ANCHOR SPONSOR BUTTON sponsoring the Movie Sub-channel: to be
located Above the Fold, on the Entertainment Channel Home Page.
Such button shall link directly to a Co-branded page hosted by DVD.
Annual Traffic Guarantee [***].
i. ONE (1) CONTENT BOX: to be located Above the Fold, on the Movie
Sub-channel of the
*** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Entertainment Channel. Annual Traffic Guarantee [***].
j. TEXT LINK: to be located on the Entertainment Channel Directory
Results Pages. Annual Traffic Guarantee [***].
k. BANNERS - ENTERTAINMENT CHANNEL: Annual Traffic Guarantee [***].
l. BANNERS - ULTRAMATCH: Annual Traffic Guarantee [***].
m. BANNERS - GENERAL ROTATION: Annual Traffic Guarantee [***].
n. KEYWORDS - DVD, MOVIE(S): Annual Traffic Guarantee [***].
2.2 Infoseek shall provide Content Partner with a weekly report which will
summarize weekly page impressions delivered to the Entertainment Music
Sub-Channel for each of the elements described in 2.1 above; Anchor
sponsor button, Content Box, Text Link, Banners - Entertainment Channel
Banners - Ultramatch, Banners - General Rotation, & the Keywords - DVD and
Movie(s).
*** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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FEES AND PAYMENTS
1. FEES AND PAYMENTS
1.1 YEAR 1
Content Partner shall pay Infoseek a total Fixed Fee of two million
seventy five thousand dollars ($2,075,000) in such amouonts and on such
dates as follows:
a. [***]
b. [***]
1.2 YEAR 2
Content Partner shall pay Infoseek a total Fixed Fee of three million
two hundred thousand dollars ($3,220,000) in such amounts and on such
dates as follows:
c. [***]
d. [***]
1.2 For the term of this Agreement, Infoseek shall submit an invoice to
Content Partner prior to the end of each month following the Launch Date
indicating the amount due and payable to Infoseek with respect to
Sections 1.1 and 1.2.
1.3 In the event this Agreement is terminated before the end of the Initial
Term, a prorated refund of fixed fees calculated in good faith by
Infoseek shall be made to Content Partner.
1.4 REVENUE SHARING
DVD shall pay to Infoseek a revenue share of [***] on all gross revenue
generated from goods and services sold by DVD to Users originating their
interaction from ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or the Co-Branded Pages, less
exchanges, returns, and shipping, not to exceed [***] of gross sales.
Such revenue share payments shall be paid net 30 days from the end of
each quarter in which it is earned.
2.0 PAYMENT ADDRESSES
All payments are to be mailed to:
Attention: Accounts Receivable
Infoseek Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
All invoices from Infoseek are to be mailed to:
APPENDIX C
*** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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SPECIFICATIONS
Co-Branded Pages Specifications:
- Infoseek will provide the Infoseek logo to Content Partner
- Content Partner shall not resize the Infoseek logo, animate it, change the
background color of the Infoseek logo, or place any other image within
15 pixels of the top, bottom, or sides of the Infoseek logo
- The Infoseek logo must be linked to http:▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
- The Infoseek logo must appear above the fold on all Co-Branded Pages that
are linked to and/or from the applicable Infoseek channel home page.
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APPENDIX D
MOCK-UP PAGES(S)
See attached pages
11 of ▇▇
▇▇▇▇▇▇▇▇ ▇
NAMED DIRECT COMPETITORS
DVD empire
▇▇▇▇▇▇.▇▇▇
▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇.▇▇▇
mega dvd
▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇.▇▇▇
lada universal
image entertainment
▇▇▇ ▇▇▇▇▇'▇
big star
spree
kozmo
blockbuster
dvd next
videos now
total E
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