Web Pointing Agreement - America Online Inc. and iVillage Inc.
CONFIDENTIAL
WEB POINTING AGREEMENT
This Web Pointing Agreement (this "Agreement"), effective as of January
1, 2002 (the "Effective Date"), is made and entered into by and between America
Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at
22000 AOL Way, Dulles, Virginia 20166, and iVillage, Inc. ("Interactive Content
Provider" or "ICP"), a Delaware corporation, with its principal offices at 512
Seventh Avenue, New York, NY 10018 (each a "Party" and collectively the
"Parties"). Defined terms used but not defined in the body of the Agreement or
in the Standard Terms shall be as defined on Exhibit A attached hereto.
1. DISTRIBUTION; PROGRAMMING
1.1 Link. Provided that ICP complies with all terms of this
Agreement, AOL may provide a link to ICP's Internet site at
http://www.iVillage.com (collectively, the "Linked Site") from
one or more locations within the AOL Network. ICP shall ensure
that the Linked Site complies with the Standard Terms
described in Section 3 and with the Operating Standards set
forth on Exhibit B attached hereto. The Linked Site shall
contain no advertisements, links or pointers for any other
Interactive Service.
1.2 License. ICP hereby grants AOL a worldwide license to use,
market, license, store, distribute, display, communicate,
perform, transmit and promote the Linked Site and the Licensed
Content (or any portion thereof) through such areas or
features of the AOL Network as AOL deems appropriate.
1.3 Content; Registration. ICP shall use reasonable efforts to
provide meaningful amounts of Content to AOL Members prior to
requiring AOL Members to go through a registration process (or
any similar process). In any event, AOL Members shall not be
required to go through a registration process (or any similar
process) in order to access and use the Linked Site or the
Licensed Content which is in any way more burdensome than the
process that non-AOL Members must go through in order to
access and use the Linked Site or the Licensed Content.
2. TERM AND TERMINATION.
2.1. Term. The initial term of this Agreement shall be nine (9)
months from the Effective Date, provided that AOL may
terminate this Agreement for any reason by providing thirty
(30) days prior written notice to ICP. ICP may terminate this
Agreement at any time for any reason by providing thirty (30)
days prior written notice to AOL; provided that AOL's rights
hereunder shall continue for sixty (60) days after receipt of
ICP's written notice of termination so that AOL can remove
from the AOL Network any links to the Linked Site AOL has
created and any Licensed Content AOL has displayed. Without
limiting the foregoing, AOL shall make commercially reasonable
efforts to remove from the AOL Network, within thirty (30)
days after receipt of ICP's written notice of termination, any
links to the Linked Site AOL has created and any Licensed
Content AOL has displayed. This Agreement may be extended by
mutual written agreement of the Parties.
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2.2 Termination for Breach. Either Party may terminate this
Agreement at any time in the event of a material breach by the
other Party which remains uncured after thirty (30) days
written notice thereof.
2.3 Termination for Bankruptcy/Insolvency. Either Party may
terminate this Agreement immediately following written notice
to the other Party if the other Party (i) ceases to do
business in the normal course, (ii) becomes or is declared
insolvent or bankrupt, (iii) is the subject of any proceeding
related to its liquidation or insolvency (whether voluntary or
involuntary) which is not dismissed within ninety (90)
calendar days or (iv) makes an assignment for the benefit of
creditors.
3. Standard Terms and Conditions. This Agreement incorporates by reference
AOL's standard terms and conditions (the "Standard Terms"), including
terms related to content, limitations of liability, disclaimers,
indemnifications, use of AOL Member information and miscellaneous legal
terms. The Standard Terms appear at keyword "Standard Web Pointing
Terms3" on the U.S.-based America Online brand service and at
http://mediaspace.aol.com/webpoint3.html. A hard copy of the Standard
Terms will be provided to ICP upon request. ICP acknowledges that it
has been provided an opportunity to review the Standard Terms and
agrees to be bound by them. The Standard Terms incorporated by
reference and the Technical Operating Standards set forth on Exhibit B
attached hereto are hereby made a part of this Agreement.
4. Second Addendum. Nothing in this Agreement shall modify or invalidate
that certain Second Addendum to the Interactive Services Agreement
between the Parties effective as of February 20, 2000.
5. Cash Payment. ICP shall pay AOL one hundred eighty four thousand
dollars ($184,000) on or before June 15, 2002.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
(including the Standard Terms incorporated by reference and the Technical
Operating Standards set forth on Exhibit B) as of the Effective Date.
AMERICA ONLINE, INC. IVILLAGE, INC.
By: /s/ Stephen E. Rinder By: /s/ Steven A. Elkes
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Print Name: Stephen E. Rinder Print Name: Steven A. Elkes
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Title: Senior Vice President, Title: Executive Vice President,
Business Affairs and Operations and Business
Development Affairs
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Date: 6/18/02 Date: 6/18/02
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