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Title: |
Interactive Marketing Agreement |
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Entities: |
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Date: |
2000 |
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Preview shows 11KB of 149KB total |
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$67 |
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ID: |
#1461993 |
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INTERACTIVE MARKETING AGREEMENT
This Interactive Marketing Agreement (the "Agreement"), dated as of
April 13, 1999 (the "Effective Date"), is between America Online, Inc. ("AOL"),
a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166,
and AutoConnect, L.L.C. ("Marketing Partner", or "MP"), a Delaware limited
liability company, with offices at 1400 Lake Hearn Drive, Atlanta, Georgia
30319. AOL and MP may be referred to individually as a "Party" and collectively
as the "Parties."
INTRODUCTION
AOL and MP each desires to enter into an interactive marketing
relationship whereby AOL will promote and distribute an interactive site
referred to (and further defined) herein as the Affiliated MP Site. This
relationship is further described below and is subject to the terms and
conditions set forth in this Agreement. Defined terms used but not defined in
the body of the Agreement will be as defined on Exhibit B attached hereto.
TERMS
1. PROMOTION, DISTRIBUTION AND MARKETING.
1.1. AOL PROMOTION OF AFFILIATED MP SITE. AOL will provide MP with
the promotions for the Affiliated MP Site described on Exhibit
A attached hereto and in Sections 1.2.1 and 1.2.2 below.
Subject to MP's reasonable prior approval, AOL will have the
right to fulfill its promotional commitments with respect to
any of the foregoing by providing MP comparable promotional
placements in appropriate alternative areas of the AOL
Network. In addition, if AOL is unable to deliver any
particular Promotion, AOL will work with MP to provide MP, as
its sole remedy, a comparable promotional placement. AOL
reserves the right to redesign or modify the organization,
structure, "look and feel," navigation and other elements of
the AOL Network at any time. In the event such modifications
materially and adversely affect any specific Promotion, AOL
will work with MP to provide MP, as its sole remedy, a
comparable promotional placement. The promotions described on
Exhibit A and in Sections 1.2.1 and 1.2.2 and any comparable
promotions provided herein shall be referred to as the
"Promotions." In the event that AOL discontinues its
Classified Auto Category, the Parties shall attempt to agree,
within * (*) days of such discontinuance, upon
comparable promotional placements to be provided to MP, to the
extent of the promotional commitments still owed to MP under
this Agreement. In the event that the Parties cannot agree on
such comparable promotional placements within such * (*)
day period, the parties will submit such dispute to the
Management Committee (as defined in Section 6.1 hereof) for
resolution. If the Management Committee cannot resolve such
dispute within an additional * (*) days, MP shall have
the right to terminate this Agreement upon written notice to
AOL. In the event of termination of this Agreement by MP in
accordance with this Section 1.1, AOL shall refund to MP the
pro rata portion of the payments made pursuant to Section 4.1
hereof equal to the value of the Classifieds Final Sponsorship
Shortfall as defined in Section 1.2.2 hereto, to be determined
in accordance with the allocation methodology set forth in
Section 1.2.2 hereof.
1.2. IMPRESSIONS COMMITMENT.
1.2.1. During the Term, AOL shall deliver * Impressions (*)
to MP through the Promotions described on Exhibit A
(the "Promotions Impressions Commitment"). In the
event there is (or
1
* Certain information on this page has been omitted from this filing and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
<PAGE> 2
will be in AOL's reasonable judgment) a shortfall in
the Promotions Impressions Commitment as of the end
of the Initial Term (a "Final Promotions Shortfall"),
AOL will provide MP, as MP's sole remedy, with one of
the following three remedies: (a) continuation of
Promotions until such time as the Final Promotions
Shortfall has been delivered, (b) an advertising
credit equal to the value of the Final Promotions
Shortfall (determined by multiplying the percentage
of Impressions that were not delivered by the total,
guaranteed payment provided for in Section 4.1 below)
to be used to purchase (subject to availability)
inventory within the Levels described on Exhibit A at
the CPMs specified therein for each Level, or (c) a
refund of a pro rata portion of the payments made
pursuant to Section 4.1 equal to the value of the
Final Promotions Shortfall (determined by multiplying
the percentage of Impressions that were not delivered
by the total, guaranteed payment provided for in
Section 3.1 below). In the event of a Final
Promotions Shortfall, AOL shall promptly provide MP
with written notice of the Final Promotions Shortfall
and AOL shall determine, in its sole discretion,
which of the remedies set forth in the foregoing
sentence shall be provided to MP.
In the event that AOL selects remedy (a) or (b) set
forth above, AOL shall deliver the Final Impression
Shortfall to MP within six (6) months following the
expiration of the Initial Term.
At least * (*) Impressions shall be delivered to the
main screen of the vehicles department of Classifieds
Plus (the "Classifieds Plus Sponsorship Impressions
Commitment") and at least * Impressions (*) shall be
delivered to the main screen of the Decision Guide
Affiliated Site (the "DGAS Sponsorship Impressions
Commitment").
1.2.2. In the event there is (or will be in AOL's reasonable
judgment) a shortfall in the Classifieds Plus
Sponsorship Impression Commitment as of the end of
the Initial Term (a "Classifieds Final Sponsorship
Shortfall"), AOL will provide MP, as MP's sole
remedy, with one of the following two remedies: (a)
AOL will continue to deliver Impressions on the main
screen of the vehicle department of Classified Plus
until such time as the Classifieds Final Sponsorship
Shortfall has been delivered, or (b) AOL will pay MP
a refund of * for each Impression to the main screen
of the vehicle department of Classified Plus
committed to but not delivered. In the event of a
Classifieds Final Sponsorship Shortfall, AOL shall
promptly provide MP with written notice of the
Classifieds Final Sponsorship Shortfall and AOL shall
determine, in its sole discretion, which of the
remedies set forth in the foregoing sentence shall be
provided to MP. In the event there is (or will be in
AOL's reasonable judgment) a shortfall in the DGAS
Sponsorship Impression Commitment as of the end of
the Initial Term (a "DGAS Final Sponsorship
Shortfall"), AOL will provide MP, as MP's sole
remedy, with one of the following three remedies: (a)
AOL will continue to deliver Impressions on the
Decision Guide Affiliated Site until such time as the
DGAS Final Sponsorship Shortfall has been delivered,
(b) AOL will give MP an advertising credit equal to *
cents times the number of undelivered Impressions to
be used to purchase (subject to availability)
inventory within the Levels described on Section A of
Exhibit A at the CPMs specified therein for each
Level or (c) AOL will pay MP a refund of * cents for
each Impression to the Decision Guide Affiliated Site
committed to but not delivered. In the event of a
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