[INFO ▇▇▇▇▇.▇▇▇]
INTERNET INFOSPACE CONTENT (WORLD WIDE WEB SITE) DISTRIBUTION AGREEMENT
-----------------------------------------------------------------------
THIS AGREEMENT, dated as of October 8, 1998, is made by and between
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation, ("Company"), with offices at ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Net Taxi On-line Communities, a Delaware
--------
corporation ("Company"), with offices at ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇.
This Agreement is entered into with reference to the following facts:
A. InfoSpace maintains on certain locations of its Web Sites (as
defined below) and makes available to Internet users certain content, resources,
archives, indices, catalogs and collections of information (collectively, such
materials are identified in Exhibit A and referred to herein as the "Content").
B. InfoSpace wishes to grant certain rights and licenses to Company
with respect to access to the Content and certain other matters, and Company
wishes to grant certain rights and licenses to InfoSpace with respect to the
Company Web Sites (as defined below) and certain other matters, as set forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
AGREEMENT
SECTION 1. DEFINITIONS.
As used herein, the following terms have the following defined meanings:
"ADVERTISING REVENUE" means the net received (i.e., gross revenues less
any taxes) by a party (the "Selling Parry") for delivering Impressions of Banner
Advertisements served on Results Pages,
"BANNER ADVERTISEMENT" means a rotating banner advertisement of 600 x
400 pixels located at the top and/or bottom of a Web Page.
"CO-BRANDED PAGES" means, collectively, Query Pages and Results Pages.
"COMPANY MARKS" means those Trademarks of Company set forth on Exhibit
B hereto and such other Trademarks (if any) as Company may from time to time
notify InfoSpace in writing to be "Company Marks" within the meaning of this
Agreement.
"COMPANY WEB SITES" means, collectively, all Web Sites maintained by or
an behalf of Company and its affiliates,
1
"GRAPHICAL USER INTERFACE" means a graphical user interface, to be
designed by Company and InfoSpace and implemented by INFOSPACE pursuant to the
terms of this Agreement, that contains or implements branding, graphics,
navigation, content or other characteristics or features such that a user
reasonably would conclude that such interface is part of the Company Web Sites.
"IMPRESSION" means a user's viewing of any discrete screen containing
any Banner ,advertisement an a Results Page.
"INFOSPACE MARKS" means those Trademarks of InfoSpace (if any) set
forth on Exhibit B hereto and such other Trademarks a3 InfoSpace may from time
to TIME notify Company in writing to be "Company Marks" within the meaning of
this Agreement.
"INFOSPACE WEB SITUATION" means, collectively: (a) the Web Site the
primary home page of which is located at ERROR! BOOKMARK NOT DEFINED.; and (b)
other Web Sites maintained by InfoSpace and its affiliates.
"INTELLECTUAL PROPERTY RIGHTS" means any patent, copyright, rights in
Trademarks, trade secret rights, moral rights and other intellectual property or
proprietary rights arising under the laws of any jurisdiction.
"PERSON" means any natural person, corporation, partnership, limited
liability company or other entity.
"QUERY PAGE" means any page hosted on the Company Web Sites which
incorporates the Graphical User Interface and on which users may input queries
and starches relating to the Content.
"RESULTS PAGE" means any page hosted on the InfoSpace Web Sites which
incorporates the Graphical User Interface and displays Content in response. to
queries and searches made on a Query Page.
"TRADEMARKS" means any trademarks, service marks, trade dress, trade
names, corporate names, proprietary logos or indicia and other source or
business identifiers.
"WEB SITE" means any point of presence maintained an the Internet or on
any other public data network, With respect to any Website maintained on the
World Wide Web, such Website includes all HTML pages (or similar unit of
information presented in any relevant data protocol) that either (a) are
identified b "the same second-level domain (such as ▇▇▇▇▇▇▇▇▇.▇▇▇) or by the
same equivalent level identifier in any relevant address scheme, or (b) contain
branding, graphics, navigation or other characteristics such that a user
reasonably would conclude that the pages are pan of in integrated information or
service offering.
2. CERTAIN RIGHTS GRANTED.
2.1 INFOSPACE GRANT. Subject to the term and conditions of this
Agreement, InfoSpace hereby grants to Company the following rights;
(a) the right to include on the Company Web Sites hypertext links
(whether in graphical, text or other format) which enable "point and click"
access to locations of the InfoSpace Web Sites specified by InfoSpace (and
subject to change by InfoSpace from time to time);
(b) the right to permit users to link to Results Pages via Query Pages
hosted on the Company Web Sites; and
2
(c) the right to serve Banner Advertisements directly an the Co-branded
Pages as provided in Section 4.
2.2 Company Grant. Subject to the terms and conditions of this
Agreement, Company hereby grants InfoSpace the following rights:
(a) the right to include on the InfoSpace Web Sites hypertext links
(whether in graphical, text or other format) which enable "point and click"
access to locations of the Company Web Sites specified by Company (and subject
to change by Company from time to time);
(b) the right to serve Banner Advertisements directly an the Co-branded
Pages as provided in Section 4; and
(c) the right to track the number of Impressions of Banner
Advertisements served by Company to Results Pages.
2.3 LIMITATIONS. Company and its affiliates shall have no right to
reproduce or sub-license, TC-sell or otherwise distribute all or any portion of
the Content to any Person via the Internet (including the World Wide Web) or any
successor public or private data network. In addition, neither party shall have
any right to: (a) edit or modify any Banner Advertisements served a Co-branded
Page (but without limiting such party's right to edit or modify any Banner
Advertisements pursuant to Section 4. 1); or (b) remove, obscure or alter any
notices of Intellectual Property Rights appearing in or an any materials
(including Banner Advertisements) provided by the other party.
2.4 COMPANY MARKS LICENSE. Subject to Section 2.6, Company hereby
grants InfoSpace the right to use, reproduce, publish, perform and display the
Company Marks: (a) on the InfoSpace Web Sites in connection with the posting of
hyperlinks to the Company Web Sites; (b) in and in connection with the
development, use, reproduction, modification, adaptation, publication, display
and performance of the Graphical User Interface and Results Pages; and (c) in
promotional and marketing materials, content directories and indexes, and
electronic printed advertising, publicity, press releases, newsletters and
mailings about InfoSpace.
2.5 INFOSPACE MARKS LICENSE. Subject to Section 2.6, InfoSpace
hereby grants the right to use, reproduce, publish, perform and display the
InfoSpace Marks: (a) on the Company Web Sites in connection with the posting of
hyperlinks to the InfoSpace Web Sites; (b) in and in connection with the
development use, reproduction in promotional and marketing materials, content
directories and indexes, and electronic and printed advertising, publicity,
press releases, newsletters and mailings about Company.
2.6 APPROVAL OF TRADEMARK USAGE. InfoSpace shall not use or exploit in
any manner any of the -Company Marks, and Company shall not use or exploit in
any manner any of the InfoSpace Marks, except in such manner and media as the
other party may consent to in writing, which consent shall not be unreasonably
withheld or delayed. Either party may revoke or modify any such consent upon
written notice to the other party.
2.7 NONEXCLUSIVELY. Except as expressly provided in Section 4, 1,
each party acknowledges and agrees that the rights granted to the other party in
this Section 2 are non-exclusive, and that, without limiting the generality of
the foregoing, nothing in this Agreement shall be deemed or construed to
prohibit either party from participating in similar business arrangements as
THOSE described herein including soliciting third parry advertisements or other
materials, serving advertisements or other materials to third parties' Web
Sites, or hosting or permitting third parties to place advertisements on such
party's Web Site, whether or not in each such case, such advertisements are
competitive with the products, services or advertisements of the other party.
3
3. CERTAIN OBLIGATIONS OF THE PARTIES.
3.1 GRAPHICAL USER INTERFACE AND CO-BRANDED PAGES. Company and
InfoSpace will cooperate to design the user-perceptible elements of the
Graphical User Interface, with the goals of. (a) conforming the display output
of the "look and feel" associated with the applicable Company Web Sites; and (b)
maximizing the commercial effectiveness thereof. Following agreement by the
parties upon the design specifications thereof, InfoSpace will use commercially
reasonable efforts to develop the Graphical User Interface and to implement the
same on Co-brand Pages. InfoSpace shall have no liability or obligation for
failure to develop or implement the Graphical User Interface or any Co-branded
Pages as contemplated by this Section 3. 1, or for any nonconformity with the
design specifications agreed upon by the parties, provided InfoSpace has used
commerciallyreasonable efforts to develop and implement the same as provided in
----------
this Section 3. 1.
3.2 COMPANY OBLIGATIONS. Company shall integrate links to pages of
the InfoSpace Web Sites determined by InfoSpace (and subject to change by
InfoSpace from time to time) on the primary home page for each of the Company
Web Sites. In addition, the InfoSpace logo and at least one other link pointing
to pages of the InfoSpace Web Sites specified by InfoSpace (and subject to
change by InfoSpace from time to time) will be present an all Co-branded Pages.
Each link contemplated by this Section 3.2 shall be: (a) prominent in relation
to links to other Web Sites on the applicable page (and in any event at least as
prominent as any link to any third party Web Site); and (b) above-the-fold
(i.e., immediately visible to any user accessing the applicable page without the
necessity of scrolling downward or horizontally).
3.3 ACCESSIBILITY OF WEB SITES. Each party will use commercially
reasonable efforts to ensure accessibility of its Web Sites (including, in the
case of InfoSpace, the accessibility of the Content).
3.4 IMPRESSION INFORMATION. InfoSpace shall track, and within
fifteen (15) days after the end of each calendar quarter, provide to the Company
remotely and in electronic form, the number of Impressions served by Company on
Results Pages.
3.5 Publicity. The parties may work together to issue publicity and
general marketing communications concerning their relationship and other
mutually agreed-upon matters, provided, however, that neither party shall have
any obligation to do so. In addition, neither party shall issue such publicity
and general marketing communications concerning their relationship without the
prior written consent of the other party (not to be unreasonably withheld).
Neither party shall disclose the terms of this Agreement to any third party
other than its outside counsel, auditors, and financial advisors, except as
required by law.
4. ADVERTISING AND REVENUE SHARE.
4.1 PLACEMENT OF BANNER ADVERTISEMENTS. Each party shall have the
right to serve Banner Advertisements on the Co_6nded Pages. The appearance of
the Banner Advertisements will be as reasonably determined by the party serving
such Banner Advertisements; provided, that InfoSpace may reject any Banner
Advertisement to be served by Company on any Results Page, and Company may
reject any Banner Advertisement to be served by InfoSpace an any Query Page, if
such Banner Advertisement would materially adversely affect the download time or
performance of such page. (Each party further agrees that it shall not serve to
any Co-branded Page any Banner Advertisement which contains any link to any Web
Site maintained by or on behalf of, or which is otherwise intended to promote
the products or services of, any Person which could reasonably be deemed to be a
material competitor of such party.)
4.2 REMUNERATION. The parties agree to share in the Advertising
Revenues as act forth on Exhibit C. Advertising Revenue share payments will be
reconciled and paid within thirty (30) days following the calendar quarter in
which the applicable Advertising Revenues are received. The Selling Party will
provide with each such payment a report setting forth Advertising Revenues
received by it for such quarter and the percentage thereof payable to the other
party.
4
4.3 RECORDS AND AUDIT; LATE PAYMENTS. During the Term, each party
shall maintain accurate records of Banner Advertisements served to the Results
Pages, Impressions thereof, and Advertising Revenues received and calculations
of the fees payable to the other party pursuant to Section 4.2. either party, at
its expense, and upon ten (10) days' advance notice to the other party, shall
have the right once during the Term to examine or audit such records in order to
verify the figures reported in any quarterly report and the amounts owned to
such party under this Agreement Any such audit shall be conducted, to the extent
possible, in a mariner that does not interfere with the ordinary business
operations of the audited party. In the event that any audit shall reveal an
underpayment of more than ten percent (10%) of the amounts due to the auditing
party for any quarter, the other party will reimburse such party for the
reasonable cost of such audit.
5. WARRANTIES, INDEMNIFICATION AND LIMITATION OF DIRECT LIABILITY
5.1 WARRANTIES
Each party to THIS Agreement represents and warrants to the other party
that
a) it has the full corporate right, power and authority to enter into
this Agreement and to perform the acts required of it hereunder;
b) its execution of THIS Agreement by such party and performance of its
obligations hereunder,
do not and will not violate any agreement to which it is a party or by
which it is bound;
c) when executed and delivered, this Agreement will constitute the
legal, valid and binding obligation of such party, enforceable against it in
accordance with its terms; and
d) its Web Sites and the content contained therein, and Banner
Advertisements served by it to the Co-branded Pages, will not contain any
material that is obscene, libelous or defamatory, or infringing of any third
party Intellectual Property Rights.
5.2 INDEMNIFICATION. Each party (the "Indemnifying Party") will
defend, indemnify and hold harmless the other parry (the "IndemnifiedParty"),
------------
and the respective directors, officers, employees and agent of the Indemnified
Party, from and against any and all claims, costs, losses, damages, judgments
and expenses (including reasonable attorneys' fees) arising our of or in
connection with any third-party claim alleging any breach of such parties
representations of warranties or covenants set forth in this Agreement. The
Indemnified Party shall promptly notify the Indemnifying Party of any such claim
of which it becomes aware and shall: (a) at the Indemnifying Party's expense,
provide reasonable cooperation to Such other in connection with the defense or
settlement of any such claim; and (b) at the Indemnified Party's expense, be
entitled to participate in the defense of any such claim. The Indemnifying party
shall not acquiesce to any judgment or enter into any settlement that adversely
affects the Indemnified Party's rigbts, or interests without prior written
consent of the Indemnified Party.
5.3 LIMITATION OF LIABILITY; DISCLAIMER.
(a) Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED
TO, LOSS OF REVENUE OR ANTICIPATED PROMS OR LOST BUSINESS.
(b) No Additional Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
5
IMPLIED WARRANTIES APUSING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.),
AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS A-NY CLAIM IN TORT (INCLUDING
NEGLIGENCE), IN EACH CASE, REGARn1NG THEIR WEB SITES, ANY PRODUCTS OR SERVICES
DESCRI33ED THEREON, ANY BANNER ADVERTISEMENTS, OR ANY OTHER ITEMS OR SERVICES
PROVIDED UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
COMPANY ACKNOWLEDGES THAT THE INFOSPACE WEB SITES AND THE CONTENT (INCLUDING ANY
SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY
INFOSPACE OR ANY THIRD PARTIES IN CONNECTION WITH HOSTING THE INFOSPACE WM SITES
OR THE CONTENT OR PERFORMANCE OF ANY SERVICES HEREUNDER) ARE PROVIDED 'AS IS "
AND THAT INFOSPACE MAKES NO WARRANTY THAT IT WILL CONTINUE TO OPERATE ITS WEB
SITES TN THEIR CURRENT FORM, THAT ITS WEB SITES WILL BE ACCESSIBLE WITHOUT
INTERRUPTION, THAT THE SUES WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF THE
OTHER PARTY, OR THAT THE CONTENT OR ANY OTHER ANY MATERIALS ON ITS WEB SITES OR
THE SERVERS AND SOFTWARE THAT MAKES ITS WEB SITES AVAILABLE ARE FREE FROM
ERRORS, DEFECTS, DESIGN FLAWS OR OMISSIONS.
6. TERM AND TERMINATION.
6.1 TERM. The Term shall commence an the date of this Agreement
and, unless earlier terminated or extended as provided below, shall end upon the
one year anniversary of this Agreement,
6.2 TERMINATION. Either party may terminate the Term upon not less
than thirty (30) days prior written notice to the other party of any material
breach hereof by such other party, provided that such other parry has not cured
such material breach within such thirty (30) day Period.
6.3 EFFECT OF TERMINATION. Upon termination or expiration of the
Term for any reason, all rights and obligations of the parties under this
Agreement shall be extinguished, except that: (a) all accrued payment
obligations hereunder shall survive such termination or expiration; and (b) the
rights and obligations of the parties under Sections 4.2,4.3, 5, 6,7 and 8 shall
survive such termination or expiration.
7. INTELLECTUAL PROPERTY
7.1 COMPANY. As between the parties, Company retains all right,
title and interest in and to the Company Web Sites (including, without
limitation, any and all content data, URLs, domain names, technology, software,
code, user interfaces, "look and feel", Trademarks and other items posted
thereon or used in connection or associated therewith; but excluding any Content
or other items supplied by InfoSpace) and the Company Marks along with all
intellectual Property Rights associated with any of the foregoing. All goodwill
arising out of InfoSpace's use of any of the Company Marks shall inure solely to
the benefit of Company,
7.2 INFOSPACE As between the parties, InfoSpace retains all right,
title and interest in and to the Content and the InfoSpace Web Sites (including,
without limitation, any and all content, data, URLs, domain names, technology,
software, code, user interfaces, "look and feel", Trademarks and other items
posted thereon or used in connection or associated therewith; but excluding any
items supplied by Company) and the InfoSpace Marks, along with an Intellectual
Property Rights associated with any of the foregoing. All goodwill arising out
of Company's use of any of the InfoSpace Marks shall inure solely to the benefit
of InfoSpace.
7.3 COPYRIGHT NOTICES. All Co-branded Pages will include the
following acknowledgment, along with the InfoSpace logo.
"Powered by InfoSpace" or "Powered by ▇▇▇▇▇▇▇▇▇.▇▇▇"
6
InfoSpace and Company acknowledge that the Co-branded Pages may also
contain copyright and patent notices of copyrighted or copyrightable works,
including those of InfoSpace Content providers.
7.4 OTHER TRADEMARKS. InfoSpace shall not register or attempt to
register any of the Company Marks or any Trademarks which Company reasonably
deems to be confusingly similar to any of the Company Marks. Company shall not
register or attempt to register any of the InfoSpace Marks or any Trademarks
which InfoSpace reasonably deems to be confusingly similar to any of the Company
Marks.
7.5 FURTHER ASSURANCES. Each party shall take, at the other parry's
expense, such action (including, without limitation, execution of affidavits or
other documents) as the other party may reasonably request to effect, perfect or
confirm such other party's ownership interests and other rights as set forth
above in this Section 7.
8. GENERAL PROVISIONS
8.1 CONFIDENTIALITY. Each parry (the "Receiving Party") undertakes
to retain in confidence the terms of this Agreement and all other non-public
information and know-how of the other parry disclosed or acquired by the
Receiving Party pursuant to or in connection with this Agreement which is either
designated as proprietary and/or confidential or by the nature of the
circumstances surrounding disclosure, ought in good faith to be treated as
proprietary and/or confidential ("Confidential Information"); provided that each
party may disclose the terms and conditions of this Agreement to its immediate
legal and Financial consultants in the ordinary course of its business. Each
party agrees to use commercially reasonable efforts to protect Confidential
Information of the other party, and in any event, to take precautions at least
as great as those taken to protect its own confidential information of a similar
nature. Company acknowledges that the terms of this Agreement are Confidential
Information of InfoSpace. The foregoing restrictions shall not apply to any
information that: (a) was known by the Receiving Party prior to disclosure
thereof by the other party; (b) was in or entered the public domain through no
fault of the Receiving Party; (c) is disclosed to the Receiving Parry by a third
party legally entitled to make such disclosure without violation of any
obligation of confidentiality; (d) is required to be disclosed by applicable
laws or regulations (but in such even; only to the extent required to be
disclosed); or (e) is independently developed by the Receiving Parry without
reference to any Confidential Information of the other party, Upon request of
the other parry, or in any event upon any termination or expiration of the Term,
each party shall return to the other all materials, in any medium, which
contain, embody, reflect or reference all or any part of any Confidential
Information of the other party. Each party acknowledges that breach of this
provision by it would result in irreparable harm to the other party, for which
money damages would be an insufficient remedy, and therefore that the other
party shall be entitled to seek injunctive relief to enforce the provisions of
this Section 8.1.
8.2 INDEPENDENT CONTRACTORS. Company and InfoSpace are independent
contractors under this Agreement, and nothing herein shall be construed to
create a partnership, joint venture, franchise or agency relationship between
Company and InfoSpace. Neither party has any authority to enter into Agreements
of any kind on behalf of the other party.
8.3 ASSIGNMENT. Neither parry may assign this Agreement or any of
its rights or delegate any of its duties under this Agreement without the prior
written consent of the other party, not to be unreasonably withheld, except that
either party may, without the other party's consent, assign this Agreement or
any of its rights or delegate any of its duties under this Agreement: (a) to any
affiliate of such party; or (b) to any purchaser of all or substantially all of
such party's assets or to any successor by way of merger, consolidation or
similar transaction. Subject to the foregoing, this Agreement will be binding
upon, enforceable by, and inure to the benefit of the parties and their
respective successors and assigns.
8.4 CHOICE OF LAW; FORUM SELECTION. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Washington without reference to its choice of law rules.
7
Company hereby irrevocably consents to exclusive personal jurisdiction and venue
in the state and federal courts located in King County, Washington With respect
to any actions, claims or proceedings arising out of or in connection with this
Agreement, and agrees not to commence or prosecute any such action, claim or
proceeding other than in the aforementioned courts.
8.5 NONWAIVER. No waiver of any breach of any provision of this
Agreement shall constitute a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions hereof, and no waiver shall be
effective unless made in writing and signed by an authorized representative of
the waiving party.
8.6 FORCE MAJEURE. Neither party shall be deemed to be in default
of or to have breached any provision of this Agreement as a result of any delay,
failure in performance or interruption of service, resulting directly or
indirectly from acts of God, acts of civil or military authorities, civil
disturbances, wars, strikes or other labor disputes, fires, transportation
contingencies, interruptions in telecommunications or Internet services or
network provider services, failure of equipment and/or software, other
catastrophes or any other occurrences which are beyond such party's reasonable
control.
8.7 NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be given in writing and delivered in
person, mailed via confirmed facsimile or e-mail, or delivered by recognized
courier service, properly addressed and stamped with the required postage, to
the person signing this Agreement on behalf of the applicable party at its
address specified in the opening paragraph of the agreement and shall be deemed
effective upon receipt. Either party may from time to time change the person to
receive notices or its address by giving the other party notice of the change in
accordance with this section.
8.8 INTEGRATION. This Agreement contains the entire understanding
of the parties hereto with respect to the transactions and matters contemplated
hereby, supersedes all previous agreements or negotiations between InfoSpace and
Company concerning the subject matter hereof, and cannot be amended except by a
writing signed by both parties.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date set forth above.
Net Taxi On-Line Community ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
("Company") ("InfoSpace")
By (signature) /S/ ▇▇▇▇ ▇▇▇▇▇▇▇ By (signature) /S/ Naveen
--------------------------------- ---------------------------
Jain
----
Name ▇▇▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇ ▇▇▇▇
---- ------------- ------------------
Title Manger of Sales Title President and CEO
------------------------ --------------------------
Date: 11/5/98 Date: 11/5/98
-------------- --------------
8
EXHIBIT A
CONTENT
The Content consists of, but is not limited to, the following indexes,
directories and other items and services (as the same may by updated, revised or
modified by InfoSpace in its sole discretion from time to time):
1. Yellow Pages
2. White Pages
3. Classifieds
4. City Guides
5. Investing
6. News
7. Space Scores
8. Community
9. Government
10. E-Shopping
11. International Listings
12. other items and services that may from time to time bc added to the
InfoSpace Web Sites by InfoSpace (in its sole discretion)
Note: The actual name of these services may change,
9
EXHIBIT B
TRADEMARKS
Company Marks
--------------
InfoSpace Marks
----------------
InfoSpace
▇▇▇▇▇▇▇▇▇.▇▇▇
[▇▇▇▇▇▇▇▇▇.▇▇▇ LOGO] Powered By InfoSpace
Powered by ▇▇▇▇▇▇▇▇▇.▇▇▇
The Ultimate Directory
10
EXHIBIT C
ADVERTISING REVENUE SPARE AND ADDTIONAL CONDITIONS
BANNER ADVERTISEMENT REVENUE SHARE
1. If Company site demonstrates at least 20,000 site page views per month,
then during the initial month of the agreement InfoSpace will serve 100% of
the ads displayed on Client site where InfoSpace content appears. This will
serve as the benchmark for the average number of ads displayed during any 30-day
period (to be re-evaluated quarterly, or as needed). Thereafter, InfoSpace and
Company will agree on a 50%/50% inventory split with each party retaining all
Revenue from its ad sales,
2. Company will pay a total of $5000 to ▇▇▇▇▇▇▇▇▇.▇▇▇, $2500 of which
will be paid at signing. The remainder will be paid in equal increments over the
next three months.
This offer is valid for 30 days from date of this agreement.
11