Web Service Agreement - Planet Direct Corp. and Cavion Technologies Inc.
PLANET DIRECT WEB SERVICE AGREEMENT
This Agreement is made between PLANET DIRECT CORPORATION ("PDC") with
offices at 100 Brickstone Square, Andover, Massachusetts 01810 and Cavion
Technologies, Inc. D/B/A cavion.com ("Cavion") with offices at 7475 Dakin
Street, Denver, Colorado 80221. This Agreement shall take effect on the date
last executed below ("Effective Date"). All capitalized terms have the meanings
set forth herein. In consideration of the agreements and representations
contained herein, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS.
1.1 "PD SERVICE" means PDC's entire present and future interactive
communication and information service consisting of existing and future software
products, services, and electronic and digital technologies and systems created
in any and all forms by PDC (and/or others and licensed or otherwise provided to
PDC) which are distributed, delivered or otherwise transmitted or made available
electronically to users to be used by such users, including, without limitation,
any and all documentation (all materials describing, the programming design and
use of any software included in the PD Service) accompanying such products,
services, technologies and systems, any revisions, upgrades, enhancements,
maintenance or new releases, new versions and/or add-ons to such products,
services, technologies and systems, and original equipment manufacturer (OEM)
versions of such products, services, technologies and systems. Unless otherwise
specified, references to the PD Service in this Agreement shall be deemed to
include the Co-Branded Service.
1.2 "ACTIVE PORTAL SERVICE" means certain HMTL extracted from the PD
Service, in the size and shape set forth by PDC, which contains features,
content, or other elements as generally described in the attached Exhibit B for
the Cavion Personal Start Page, which content areas are customized for Cavion
and/or Cavion Referred Partners, and where the first page viewed when the user
opens an Internet browser (the "front door") is served by Cavion, as provided
for herein.
1.3 "CO-BRANDED SERVICE" shall mean that version (or versions) of the PD
Service which are customized for Cavion and/or Cavion Referred Partners, and
served by PDC, as provided for herein.
1.4 "CAVION REFERRED PARTNER" shall mean any third party, which Cavion
refers to Planet Direct for the purpose of customizing a version of the
Co-Branded Service or Active Portal Service alone with Cavion. The Cavion
Referred Partners are described in the attached Exhibit A, which shall be
amended from time to time to reflect additional third parties referred by
Cavion.
1.5 "CAVION/PD URL" means either (1) the URL
http://Cavion.planetdirect.com, or (2) the URL in the form
http://xyzcreditunion.planetdirect.com identified to a Cavion Referred Partner
for the purpose of providing Co-Branded Service for said third party. PDC owns
all planetdirect.com URLs.
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PLANET DIRECT WEB SERVICE AGREEMENT
1.6 "CAVION PERSONAL START PAGE" means the front door that is served by
Cavion or its designee, which contains one or more Active Portal objects, Member
Emporium objects, and Cavion Referred Partner objects.
1.7 "MEMBER EMPORIUM" means the general marketing, and promotional brand
that Cavion will use to identify its products and services, or the products and
services of other providers with which Cavion has a business relationship, to
Users. In any case where Cavion elects not to use the Member Emporium brand, the
term "Member Emporium" in this Agreement will refer to any brand that Cavion
uses to identify such products and services to Users.
1.8 "MEMBER EMPORIUM UTRL" means either (1) the url http://www.member
emporium.com/, or (2) the URL in the form http://psp.memberemporium.com/ or
http:// memberemporium.com/xyzcreditunion identified to a Cavion Referred
Partner for the purpose of providing Active Portal Service for the Cavion
Referred Partner. Cavion owns all memberemporium.com URLs. Additional forms of
Member Emporium URLs may be specified from time to time by Cavion.
1.9 "PDC OFFSITE VIEWER" means the thin frame or navigation bar which PDC
serves on the top of certain pages which are linked to from the PD Service which
allows users to easily return to the PD Service.
1.10 "USERS" means end users who access the Co-Branded Service or Active
Portal Service through a Cavion/PD URL or a Member Emporium URL. A User includes
any visitor who is assigned a unique PDC Identifier "cookie" and can include
customers or members that register by also providing a zip code and/or E-mail
address.
2. RIGHTS GRANTED.
2.1 CO-BRANDED SERVICE. PDC will brand the PD Service with Member Emporium
and, where applicable, the Cavion Referred Partner, as follows:
(a) HOME PAGE OF THE CO-BRANDED SERVICE: The Home Page represented by
the Cavion/PD URL shall be Member Emporium branded (exclusive of the Cavion
Promotional Areas described below) and/or, where applicable, Cavion Referred
Partner branded, and such branding will be located in the upper left comer of
the page.
(b) TOPIC LEVEL PAGES AND INFO CENTER: All topic level pages (i.e.,
sports, food and drink, etc.) will be Member Emporium and/or, where applicable,
Cavion Referred Partner branded, and such branding will be located in the upper
left comer of all Topic Level Pages and the Info Center.
(c) OFFSITE VIEWER: The PDC Offsite Viewer will be Member Emporium
and/or, where applicable, Cavion Referred Partner branded.
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PLANET DIRECT WEB SERVICE AGREEMENT
(d) INCONTEXT BRICK: A rectangular section in the center of the PDC
topic level pages (400 x 110 pixels maximum) will be served by PDC on behalf of
Cavion so that Users can quickly access products, services, promotions, or
partnership programs.
Cavion will provide PDC with all necessary graphics, HTML, etc. which are
required to create Cavion's Co-Branded Service no later than two (2) weeks prior
to the scheduled launch date. The Co-Branding areas are available for branding
by Cavion and/or Cavion Referred Partners. The parties will use their
commercially reasonable efforts to launch the Co-Branded Service and the Active
Portal Service on or about November 1, 1999.
2.2 ACTIVE PORTAL SERVICE.
(a) PROVISION OF ACTIVE PORTALS: PDC will provide Cavion with the
capability to place PDC supplied Active Portals directly on the Cavion Personal
Start Page, and on the web sites of Cavion Referred Partners. The Active Portals
will include, but are not limited to, those described in Exhibit B. An "Active
Portal" is defined as certain HTML extracted from the PD Service, in the size
and shape set forth by PDC, which contains features, content, or other elements
from the PD Service as shall be determined by PDC. PDC shall keep Cavion
apprised of the availability of new Active Portal offerings to be available for
Cavion's use.
(b) USE OF ACTIVE PORTALS: Cavion or its designee will place Active
Portals on the Cavion Personal Start Page and/or the web sites of Cavion
Referred Partners, the content of which will link to the Co-Branded Service.
2.3 TRADEMARKS. PDC shall have a non-transferable, non-exclusive right and
license to use and publish in connection with the PD Service any present or
future trade name or trademark or service mark provided by Cavion for purposes
of co-branding, the PD Service (including the Active Portal Service) with
Cavion, provided that all marks are so indicated by appropriate symbol or
designation and attributed to Cavion or the appropriate Cavion Referred Partner.
PDC acknowledges this license will not create any ownership right, title or
interest in or to such marks and agrees not to modify such Marks without
Cavion's prior written consent. Use of the marks will inure to the benefit of
Cavion or the appropriate Cavion Referred Partner.
2.4 PROMOTIONAL LINKS/CUSTOMIZATION. There will be areas specified by PDC
on the Co-Branded Service which will contain links (graphic or text links) for
Cavion's use or that of Cavion Referred Partners in accordance with section
2.4(c) below ("Cavion Promotional Areas"), without charge. It is agreed that the
designated placement of the Cavion Promotional Areas are subject to change
during the term of the Agreement as the Co-Branded Service is redesigned. Cavion
will be notified in advance of any anticipated changes and the placement of
Cavion Promotional Areas shall be of equal prominence after such changes. All
Cavion Promotional Areas will be served by PDC and will be updated by PDC upon
the request of Cavion as provided below. Cavion and/or the Cavion Referred
Partner will provide
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PLANET DIRECT WEB SERVICE AGREEMENT
PDC with the HTML files necessary to make such updates to the Promotional Areas
at least one (1) week in advance of the time when Cavion would like said changes
to appear on the Co-Branded Service. PDC must review all such files and test all
links in same prior to placing same on the Co-Branded Service.
(a) HOME PAGE: Below are the Cavion Promotional Areas available on the
Home Page of the Co-Branded Service:
1. Banner space (top banner)(470X59 pixels] (reserved for
Cavion Referred Partners).
2. Messaging Area(center below the fold)
3. Partner brick (left margin) [120pixelsXstretches lengthwise]
(b) TOPIC LEVEL PAGES: PDC will make available on the Topic Level Pages
(i.e. the first page of the Food & Drink, Travel etc. areas of the PD Service),
Cavion Promotional Areas, the size and placement of which is specified in
sections 2.1(b) and 2.1(d).
(c) USE OF CAVION PROMOTIONAL AREAS: The Cavion Promotional Areas may
be used by Cavion to promote the services and products offered by Cavion or
Member Emporium, and/or to promote the products or services offered by any
Cavion Referred Partner on the Co-Branded Service containing branding for such
Cavion Referred Partner. It is expressly understood that Cavion will not be
permitted to place or sell Banner Advertisements or Sponsorships in the Cavion
Promotional Areas. This limitation is not meant to limit Cavion's ability to (a)
sell advertising, sponsorships, or display content on web pages which are linked
to from the Cavion Promotional Areas, or (b) provide links in the Cavion
Promotional Areas to web pages (hosted by Cavion, a Cavion Referred Partner, or
any third party vendor with which Cavion has a business relationship) promoting
the sale of products or services of third party vendors.
2.5 ADVERTISING BLOCKING. Cavion may designate certain commerce partners,
advertisers or advertising categories (collectively "Advertising") whose
creative and URL links Cavion does not want to appear on the Co-Branded Service
or the Active Portal Service. Cavion shall have sole discretion in deciding what
advertising it does not want displayed to its Users. Cavion will inform PDC from
time to time of the Advertising, or Advertising categories of products and
services to be blocked. If PDC inadvertently does promote or advertise any such
products or services on the Co-Branded Service or the Active Portal Service, PDC
will use best efforts to remove the Advertising within 24 hours of notice from
Cavion. If PDC does not cure the problem, or remove the Advertising, within
three business days it will be cause for immediate termination of this
Agreement. However, this right of blocking relates only to that Advertising
which is sold by PDC and served by PDC or PDC's designee. This right of blocking
does not relate to Advertising on any site not controlled by PDC. Cavion will
not have the right to block any content partners from the Co-Branded
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PLANET DIRECT WEB SERVICE AGREEMENT
Service or the Active Portal Service, except as stated in the following two
sentences. PDC will not place any Advertising or content on the Co-Branded
Service or Active Portal Service displaying or linking to adult content, Soldier
of Fortune, firearms, sexual, hate or other violent or sexually oriented web
sites. Moreover, PDC will not feature or link to advertisers or content partners
blacklisted or censured by the Federal Trade Commission, Direct Marketing
Association, Advertising Association or any other recognized authority for
filtering Internet content. The Advertising Blocking is described in the
attached Exhibit C, which shall be amended from time to time by Cavion.
3. DELIVERY/INFRASTRUCTURE. PDC will make the PD Service available for access by
the Users by way of the Internet. PDC will make commercially reasonable efforts
to ensure the PD Service maintains a 99.0% up time during the term of the
agreement. The PD Service will be served from computer servers operated and
maintained by PDC or its designee. PDC shall retain complete control over
presentation, updates and expansions of the entire PD Service, as well as the
placement of advertising within the PD Service, subject to the terms of this
Agreement. The PD Service shall be owned exclusively by PDC, and PDC shall own
all compilation copyrights with respect to the PD Service (to the extent not
copyrightable by Cavion or other third party) and other content created by or
for PDC as part of the PD Service.
4. MARKETING/PROMOTION. Cavion agrees, at its expense, to use commercially
reasonable efforts to maximize use of the Co-Branded Service and/or the Active
Portal Service by its Users. These efforts may include, but not be limited to,
promotional activities such as on-line advertising, print advertising, and
newsletters. The parties shall cooperate to develop a joint marketing plan on
terms to be agreed within 90 days of the effective date.
5. TECHNICAL AND ADMINISTRATIVE SUPPORT. PDC will provide training materials to
Cavion personnel on the Co-Branded and Active Portal Services which will enable
Cavion to provide ongoing assistance to Users with regard to technical,
administrative and service-oriented issues relating to (a) access to the
Co-Branded and Active Portal Services and (b) the utilization and/or maintenance
of the Co-Branded and Active Portal Services. PDC will provide "second level"
support to Cavion for customer support issues related to the Co-Branded and
Active Portal Services that Cavion personnel are unable to resolve.
6. PAYMENT FOR PAGE VIEWS.
6.1 PDC will pay Cavion for every 1,000 "Page Views" (a "CPM") served by
PDC to Users. For the purposes of this Agreement, a Page View shall mean one (1)
unique page of content delivered to the User's browser by PDC. A Page View shall
not include those pages which are not served by PDC or pages which are served
under the PDC Offsite Viewer, provided that PDC does not place Advertising on
the PDC Offsite Viewer.
6.2 Cavion will receive a quarterly payment based on the following "sliding
scale" schedule: from 0 to 10,000 daily Page Views, Cavion shall receive a $1.00
CPM; from 10,001
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PLANET DIRECT WEB SERVICE AGREEMENT
or greater daily Page Views, Cavion shall receive a $4.00 CPM. The quarterly
revenue share to be paid to Cavion shall be based on the number of daily Page
Views at the end of each quarter (e.g., if the Users provide 10,500 daily Page
Views at the end of the quarter, Cavion will receive a $4.00 CPM for all Page
Views). Cavion shall be entitled to payment under this section for so long as
Users obtained during the term of this Agreement continue to generate Page
Views. In consideration of PDC providing Advertising Blocking as described in
section 2.5, during the first nine (9) months of this agreement Cavion will
waive the Payment For Page Views revenue share. PDC will continue to report Page
Views eligible for revenue served by PDC to Users on a quarterly basis.
6.3 The provisions of this section will survive the termination of this
Agreement until all payments earned under this section have been made.
7. COMPENSATION.
7.1 CAVION TO PDC.
(a) SET UP FEE. Cavion agrees to pay PDC a one-time fee of $10,000 as
described in this section. This amount shall represent payment for the creation
of the Co-Branded Service and the Active Portal Service. This amount shall be
due and pavable on the first anniversary of the Effective Date, and will only be
due in the event that either (1) the total number of Users as of said date does
not exceed 5,000, or (2) Cavion terminates this Agreement without cause within
the first year after the Effective Date and the total number of Users as of the
termination date does not exceed 5,000.
(b) MAINTENANCE FEES. PDC shall maintain the entire Co-Branded Service
and the Active Portal Service for the benefit of Cavion for the term of this
Agreement. The annual maintenance fee for such services shall be waived if
Cavion is able to achieve in excess of 40,000 daily Page Views. If the total
number of daily Page Views is less than 40,000 by the end of each year during,
the term of the Agreement, then Cavion will pay a maintenance fee to PDC which
is adjusted as follows:
DAILY PAGE VIEWS FEE PER USER
0 to 15,000 $1.00
15,001 to 40,000 $.50
40,001 and greater $.00 (annual fee waived)
PDC will invoice Cavion annually for said maintenance fees.
7.2 PDC TO CAVION. PDC will make payment relating to Page Views (as
described in Section 6) on a quarterly basis to Cavion. Any remuneration due
hereunder will be made within 45 days following each quarter ending July 31,
October 31, February 28, and April 30. All such payments will be accompanied by
a report demonstrating the means of calculating the amounts paid
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PLANET DIRECT WEB SERVICE AGREEMENT
7.3 The provisions of this section will survive the termination of this
Agreement until all payments earned during the term of this Agreement have been
made.
8. GENERAL WARRANTIES. The parties represent and warrant at all times and for
the benefit of each party that (a) each party has full power and authority to
enter into this Agreement and to convey the rights granted hereunder; (b) each
party will perform all of its obligations under this Agreement
9. INDEMNIFICATION. PDC and Cavion agree to indemnify, defend, and hold harmless
the other party, and its successors, officers, directors, employees, agents and
assigns, from and against any and all expenses and costs, including reasonable
attorney's fees, arising out of any causes of action, claims or demands in
connection with any claim which relates to the warranties, representations, and
covenants made by such party to the other party, as set forth herein. Further,
PDC agrees to defend and indemnify Cavion for any claim relating to the use of
content of the PD Service (excepting, any such claim which relates to the
content/trade marks provided by Cavion for display on the PD Service. If either
party requests indemnification pursuant to this section, it will (a) give prompt
written notice to the party from which indemnification is requested; (b) give
that party the opportunity to control the defense of the action or claim, as
well the opportunity to assign counsel in said defense; and (c) cooperate fully
in said defense (at the expense of the indemnifying party). The provisions of
this section will survive termination of this Agreement for a period equal to
the statute of limitations governing the indemnified claim, and will continue to
apply to any claim filed within that period.
10. LIMITATION OF DIRECT LIABILITY. SECTIONS 3, 8 AND 9 CONTAIN THE ONLY
WARRANTIES MADE BY CAVION AND PDC. ANY AND ALL OTHER WARRANTIES OF ANY KIND
WHATSOEVER ARE EXPRESSLY EXCLUDED AND DISCLAIMED. WITHOUT LIMITING THE
GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, EACH PARTY DISCLAIMS ANY
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
WHETHER AS TO THE PD SERVICE OR THE TECHNOLOGY DEPLOYED IN CONNECTION THEREWITH.
TO THE EXTENT PERMITTED BY LAW, AND WITH THE EXCEPTION OF SECTION 9 ABOVE,
NEITHER PARTY IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR
PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY EVEN IF THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of this section will
survive termination of this Agreement for a period equal to the statute of
limitations governing any claim subject to this section, and will continue to
apply to any claim filed within that period.
11. DURATION/TERMINATION. This Agreement will be in effect for one year
following the Effective Date, and will automatically renew for one year terms
thereafter unless earlier terminated by either party as provided for herein.
After the initial term, either party
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PLANET DIRECT WEB SERVICE AGREEMENT
may terminate this Agreement, with or without cause, by providing, the other
party with 90 days advance written notice. Notwithstanding the forgoing, the
parties agree to fully perform this Agreement after any termination for cause or
convenience to the extent necessary to fulfill contractual obligations to Cavion
Referred Partners exists at the time of termination.
12. CONFIDENTIALITY. Each party undertakes to retain in confidence (a) the terms
and conditions of this Agreement and (b) all non-public information and know-how
disclosed pursuant to 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
(collectively, "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 or, in confidence,
to its investors or potential investors. "Confidential Information" does not
include (a) public information (unless such information becomes public through
the receiving party's actions), or (b) information which the receiving party can
show was developed independently or was rightly disclosed to it by a source
other than the disclosing party. Each party agrees to use reasonable efforts to
protect Confidential Information, with precautions that are at least as great as
those taken to protect its own confidential information. A party's disclosure of
Confidential Information as required by law is not prohibited by this Agreement,
provided that the disclosing party gives the other party prompt notice of such
order and assists in the procurement of an appropriate order protecting the
information from public disclosure. Nothing contained herein limits either
party's right to develop products independently without the use of the other
party's Confidential Information. To the extent not inconsistent with this
section, any non-disclosure agreement(s) entered into between the parties prior
to this Agreement are deemed incorporated herein by this reference. The
disclosing party will be entitled, in addition to any remedies otherwise
available to it and without posting bond, to injunctive and other equitable
relief to enforce or prevent breach of this section. This section will survive
the termination of this Agreement for one year, or in the case of any trade
secret, for as long as such information remains a trade secret.
13. MISCELLANEOUS.
13.1 NO INADVERTENT WAIVER. No waiver of any breach of any provision of
this Agreement constitutes a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions, and will not be effective unless
made in writing and signed by an authorized representative of the waiving party.
13.2 FORCE MAJEURE. Neither party is liable for, and will not be
considered in default or breach of this Agreement on account of, any delay or
failure to perform as required by this Agreement as a result of any causes or
conditions that are beyond such party's reasonable control, provided that the
party whose performance is affected gives prompt notice to the other of the
force majeure condition, and proceeds diligently to remedy such condition. No
party shall be required to settle any labor dispute except in its sole
discretion.
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13.3 GOVERNING LAW. This Agreement is governed by the laws of Colorado.
13.4 ASSIGNMENT. Neither this Agreement nor any interest herein may be
assigned in whole or in part by either party, without the prior written consent
of the other party, which shall not be unreasonably withheld. Notwithstanding,
the forgoing, each party shall have the right to assign this Agreement to any
successor of such party by way of merger, consolidation, or acquisition of the
assigning party or substantially all of its assets (including Cavion's Member
Emporium business unit).
13.5 ENTIRE AGREEMENT. This Agreement, along with any Schedule attached
hereto, embodies the entire agreement between the parties and supersedes all
previous and contemporaneous agreements, understandings and arrangements with
respect to the subject matter hereof, whether oral or written, and may be
amended only by a written instrument duly signed by authorized representatives
of Cavion and PDC. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
13.6 SPECIFIC PERFORMANCE. In the event of any breach of this
Agreement, each party agrees that the non-defaulting party will not have an
adequate remedy at law and, in addition to any other available remedies, shall
be entitled to an injunction restricting the defaulting party from committing or
continuing any violation of this Agreement and requiring specific performance of
all terms and conditions hereof.
13.7 SEVERABILITY. In the event that any provision contained in this
Agreement should, for any reason, be held to be invalid or unenforceable in any
respect, such unenforceable provisions shall be reduced in scope or duration to
the extent necessary in order to make the same enforceable.
13.8 PUBLIC ANNOUNCEMENTS. Neither party will issue any press release,
advertising, or other public announcement concerning its relationship with the
other party without the written approval of the other party. Such approval will
not be unreasonably withheld or delayed. If there is no response in five (5)
business days, such approval shall be deemed as granted.
13.9 COMPLIANCE WITH EXPORT LAWS. Cavion understands that PDC is
subject to regulation by agencies of the United States Government which prohibit
export or diversion of certain products to certain countries, including Cuba,
Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, and Syria. Cavion agrees that
it will comply in all respects with the export and reexport restrictions
applicable to the PD Service licensed hereunder.
13.10 RELATIONSHIP OF PARTIES. Neither this Agreement, nor any terms
and conditions contained herein, may be construed as creating or constituting a
partnership, joint venture or agency relationship.
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13.11 USE OF MEMBER LISTS. Neither Cavion nor PDC will make available
lists of members provided by the other party to other vendors or any outside
parties for purposes of solicitation or any other purpose. However, this section
does not limit Cavion, its affiliates or Cavion Referred Partners from using,
such lists for purposes of promoting their products or services, targeting ads,
or any other customer communications.
13.12 AUDITS. PDC agrees to maintain all appropriate records and all
proper entries therein relating directly to Users. Cavion may cause an audit to
be made of PDC's applicable records in order to verify information provided
hereunder. Any such audit shall be conducted during regular business hours,
following prior reasonable notice, and in such a manner as to minimize
interference with PDC's normal business activities. If the results of such audit
show that PDC has underpaid any amounts due Cavion, PDC shall pay the additional
amounts due within ten (10) days after receiving a copy of the audit report from
Cavion. Cavion shall pay the costs of any such audit (including auditors' fees),
except that if the audit shows that PDC has underpaid amounts due Cavion by 5%
or more in any twelve (12) month period, PDC shall pay the costs of the audit.
13.13 DISPUTE RESOLUTION. Except as otherwise agreed, any dispute
concerning this agreement will be resolved as follows. If either party believes
that a dispute cannot be resolved by informal negotiation, the matter will be
submitted to mediation. The parties will agree upon a neutral impartial mediator
experienced in the field of interactive electronic networks. At the commencement
of the mediation, the parties will agree upon (a) a procedure for exchange of
information related to the dispute, and (b) ground rules and a schedule for
conducting the proceeding before the mediator. If a dispute is not settled
pursuant to mediation within the agreed time period, or if any party will not
participate in the mediation, the dispute will be submitted to binding
arbitration in accordance with the rules of the CPR Institute for Dispute
Resolution. The arbitration will be by a single arbitrator (or, if the amount in
controversy is greater than $100,000, by three arbitrators, none of whom will be
appointed by either party) experienced in the field of interactive electronic
networks. The arbitration will be governed by the United States Arbitration Act,
and judgment upon the award may be entered by any court having jurisdiction
thereof. The arbitrators will not be empowered to award damages in excess of
actual damages, but will be empowered (not required) to require any party to pay
the reasonable attorney fees, expert witness fees, and other arbitration costs
of any other party. Except as specified in Section 12, the procedures described
in this section will be the exclusive procedures for the resolution of disputes;
provided, however, that either party may seek preliminary judicial relief if in
the judgment of that party such relief is necessary to avoid irreparable damage.
Despite the initiation of any such judicial proceedings, the parties will
continue to participate in good faith in the mediation or arbitration.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
PLANET DIRECT CORPORATION CAVION TECHNOLOGIES, INC.
By: By:
----------------------------------- ------------------------------------
David G. Luff, Vice President Daniel W.Dudley, Vice President
Date: Date:
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PLANET DIRECT WEB SERVICE AGREEMENT
EXHIBIT A
TO THE WEB SERVICE AGREEMENT
BETWEEN PLANET DIRECT CORPORATION AND CAVION TECHNOLOGIES, INC.
CAVION REFERRED PARTNERS
(CAVION CONFIDENTIAL)
CREDIT UNION CITY STATE EST. Members
1. Alliance CU Ogden UT 10,524
2. Arapahoe CU CO 11,365
3. Aurora FCU Aurora CO 4,850
4. Boise Employees CU International Falls, MN 5,611
5. Boulder Valley Boulder, CO 14,275
6. Bulldog FCU Hagerstown, MD 11,775
7. Carolina Mountains Brevard NC 3,709
8. Carolina Trust FCU Mvrtle Beach NC 24,163
9. Cheyenne Laramie County Employees FCU Cheyenne WY N/A
10. Citizens First CU Oshkosh WI 26,883
11. CO CU Arvada CO 1,450,000
12. College CU of Greeley Greeley CO 2,548
13. Columbine Greedwood Village CO N/A
14. Community Financial FCU Broomfield CO 17,371
15. Coors Golden CO 11,769
16. Decibel Pueblo CO 9,365
17. Denver Media CU Denver CO N/A
18. Denver Police Denver CO 7,231
19. Denver Postal CU Arvada CO 24,846
20. Denver Public Schools Denver CO 27,198
21. DuPont Fibers Richmond VA 16,407
22. Emory FCU Decatur GA 16,251
23. Ent Colo Springs CO 154,061
24. First American Santa Ana CA 4,260
25. First New England East Hartford CT 9,526
26. Fitzsimons FCU CO 15,723
27. Gates Community CU Denver CO 16,744
28. Glendale Area Glendale CA 9,921
29. Honeywell FCU Minneapolis MN N/A
30. Hoyt Lakes Community Hoyt Lakes MN 4,882
31. Internal Rev Employees FCU Greensboro NC N/A
32. Jeffco Schools Credit Lakewood CO 17,454
33. Jefferson City Hwy CU ? Jefferson City MO 5,779
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<PAGE>
PLANET DIRECT WEB SERVICE AGREEMENT
34. Johns Manville Denver CO 5,826
35. Member One FCU Roanoke VA 43,184
36. Members Credit Union Winston-Salem NC 47,755
37. Metrum Community Littleton CO 2,869
38. Mountain Bell CU Colo. Springs CO 10,137
39. Multco CU Portland OR 8,690
40. Norbel Greeley CO 21,223
41. North Carolina CU League Greensboro NC 2,000,000
42. Northwest Famers Ins FCU Tigard OR 5,390
43. Peoples CU Springfield CO 2,860
44. Pinnacle CU Atlanta GA 12,736
45. Power CU Pueblo CO 15,209
46. Public Service CU Denver CO 48,690
47. Racine Municipal Racine WI 2,007
48. Red Rocks FCU Highlands Ranch CO 16,276
49. Rogue CU Medford OR 30,590
50. Safeway Nw Cntrl CU Portland OR 38,969
51. Santa Ana FCU Santa Ana CA 8,855
52. School District No 12 CU Northglenn CO 5,268
53. School District No 3 FCU Colorado Springs, CO 1,718
54. Sonoma Cnty Sch CU Santa Rosa CA 11,682
55. Sooper CU Denver CO 19,122
56. South Western FCU La Habra CA 17,673
57. Southland Civic FCU Downey CA 17,411
58. Southwestern Telco FCU Roanoke VA N/A
59. Space Age FCU Aurora CO 16,289
60. Spokane FCU Spokane WA 12,560
61. St. Vrain Valley CU Longmont CO 5,968
62. Sun West Educational CU Pueblo CO 9,591
63. SunCorp CU Arvada CO N/A
64. Sunwest FCU Phoenix AZ 28,703
65. TLC FCU Tillamook OR 15,690
66. U of CO FCU Boulder CO 56,433
67. United CU Mexico MO 12,007
68. US Consolidated FCU Denver CO N/A
69. WEPCO FCU Bloomington MD N/A
70. Westminster FCU Westminster CO 2,411
71. Wyhy FCU Cheyenne WY 15,130
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<PAGE>
PLANET DIRECT WEB SERVICE AGREEMENT
EXHIBIT B
TO THE WEB SERVICE AGREEMENT
BETWEEN PLANET DIRECT CORPORATION AND CAVION TECHNOLOGIES, INC.
ACTIVE PORTAL OBJECTS
- Auctions
- Breaking News
- Calendar
- Category Directories
- Classifieds
- Daily Essentials
- Family Content
- Favorite Links
- Financial Calculators
- Travel Center
- Local Events/ Community News
- Maps
- Messaging Centers (from ME Partners to ISP/PSP Subscribers)
- National/Global News
- Portfolio Tracker
- Real Time Quotes
- Reminder
- Saved Searches
- Search Engine
- Stocks Market
- Weather
- Yellow/White Page Directories
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<PAGE>
PLANET DIRECT WEB SERVICE AGREEMENT
EXHIBIT C
TO THE WEB SERVICE AGREEMENT
BETWEEN PLANET DIRECT CORPORATION AND CAVION TECHNOLOGIES, INC.
ADVERTISING BLOCKING
Generally, the following Advertising is to be blocked. PDC reserves the
right to limit Advertising Blocking for only those Cavion Referred Partner sites
whose Co-Branded Service has the potential of delivering more than 5,000 Users
within a twelve-month period. Each Co-Branded Site may be different as not all
Cavion Referred Partners offer these services, and may allow the serving of
Advertising for one or more of the following:
CATEGORIES:
- Auto Loans
- Auto Buying
- Credit Cards
- Personal Insurance
- Personal Investments
- Mortgage
- Personal Loans
- Stock Brokerage
ADVERTISERS:
- CUShopper.com
- CUVillage.com
- Memberville.com
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