Agreement [Amendment No. 2] - Amazon.com Commerce Services Inc. and drugstore.com inc.
AMENDMENT NO. 2 TO AGREEMENT
This Amendment No. 2 to Agreement (this "Amendment") dated as of June 25,
2001 (this "Amendment"), is made and entered into by and between Amazon.com
Commerce Services, Inc. ("ACI"), an indirect wholly owned subsidiary of
Amazon.com, Inc. ("Amazon.com") and drugstore.com, Inc. ("drugstore.com") with
respect to that certain Agreement between the Parties dated as of January 24,
2000 (as amended by that certain "Side Letter Agreement" dated as of January 24,
2000, and that certain "Amendment No. 1 to Agreement" dated as of July 29, 2000)
(the "Agreement"). All capitalized terms used in this Amendment and not
otherwise defined shall have the meaning attributed to them in the Agreement.
References to section numbers below are references to sections of the Agreement.
ACI and drugstore.com agree as follows:
1. A new definition of "Additional Features Launch Date" is hereby added
to Section 1 of the Agreement, reading as follows:
"Additional Features Launch Date" means the date upon which ACI commences
providing the Additional Features pursuant to Section 2.2.
2. A new definition of "Affinities Data" is hereby added to Section 1 of
the Agreement, reading as follows:
"Affinities Data" means, with respect to any Specified Product, data
correlating: (a) page views for the product detail page for, or purchases of,
that Specified Product through the Amazon.com Health and Beauty Section; with
(b) page views of product detail pages for, or purchases of, other Specified
Products through the Amazon.com Health and Beauty Section during the same user
session.
3. A new definition of "drugstore.com Data" is hereby added to Section 1
of the Agreement, reading as follows:
"drugstore.com Data" means, with respect to the drugstore.com Site and the
Amazon.com Health and Beauty Section, the following data: (a) product data for
each Drugstore Product and Beauty Product offered through the drugstore.com Site
or the Amazon.com Health and Beauty Section (including product images, inventory
information (e.g., as to number in-stock), specifications, and category browse
information); (b) current clickstream data (e.g., logs of page views) and
purchase data other than for prescription drugs, for each user who accesses the
Amazon.com Health and Beauty Section via a link from the Amazon.com Site.
4. The definition of "Qualifying New Customer" in Section 1 of the
Agreement is hereby deleted in its entirety.
5. A new definition of "Quarter" is hereby added to Section 1 of the
Agreement, reading as follows:
"Quarter" means any calendar quarter during the Term.
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6. The definition of "Shared Cart Functionality" in Section 1 of the
Agreement is hereby deleted in its entirety.
7. The definition of "Shared Checkout Functionality" in Section 1 of the
Agreement is hereby deleted in its entirety.
8. The definition of "Specified Amazon.com Site Functionalities" in
Section 1 of the Agreement is hereby deleted in its entirety.
9. A new definition of "Specified Product" is hereby added to Section 1
of the Agreement, reading as follows:
"Specified Product" means a Drugstore Product or Beauty Product for which
drugstore.com has provided drugstore.com Data to ACI pursuant to Section 2.2.1.
10. The definition of "Year" in Section 1 of the Agreement is hereby
deleted in its entirety:
11. A new definition of "Year 1" is hereby added to Section 1 of the
Agreement, reading as follows:
""Year 1" means the period from the Effective Date until April 14,
2001.
12. A new definition of "Year 2" is hereby added to Section 1 of the
Agreement, reading as follows:
""Year 2" means the period from the end of Year 1 until June 25,
2002."
13. Section 2.1 of the Agreement is hereby amended in its entirety to read
as follows:
"2.1 Transition Page(s). ACI will create and, following the Launch Date,
maintain on the Amazon.com Site during the Term the Amazon.com Health and Beauty
Section, the home page of which shall be a Transition Page, and the remaining
pages of which shall have substantially the coloring, graphics, fonts, logos and
"look and feel" of the drugstore.com Site. The format and functionality of the
Transition Page will be generally consistent with the Home Page of the
drugstore.com Site. All links, including a tab as used on the Amazon.com Site
as of the date hereof, and other navigation functions for the Amazon.com Health
and Beauty Section on the Amazon.com Home Page will link directly to a
Transition Page or another applicable page of the drugstore.com Site as
presented in the Amazon.com Health and Beauty Section. The Transition Page will
contain hypertext links that will allow users to navigate directly to pages on
the drugstore.com Site. The Parties will work together to determine the
specific editorial and creative content, personalization, placement, promotions,
messaging, and category names of the Transition Page, ensuring consistency with
the drugstore.com Site, including editorial and creative content,
personalization, placement, promotions, messaging, and category names, pursuant
to the implementation procedures set forth in Section 4. Subject to the
foregoing, other than with respect to the Transition Page, ACI will determine
the content, appearance, functionality and all other aspects of the Amazon.com
Site (including the Amazon.com Site Home Page) in its sole discretion."
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14. Section 2.2 of the Agreement is hereby amended in its entirety to
read as follows:
"2.2 Additional Features
2.2.1 drugstore.com Data. drugstore.com will commence delivery of
drugstore.com Data to ACI by no later than July 15, 2001. drugstore.com shall
deliver drugstore.com Data via a real-time (or near-real-time) data feed. Prior
to delivery of any drugstore.com Data to ACI, drugstore.com shall make any
necessary modifications to user privacy policies on the drugstore.com Site or
the Amazon.com Health and Beauty Section, to permit drugstore.com to properly
and lawfully deliver the drugstore.com Data as called for by this Agreement, and
provide a reasonable means for affected drugstore.com users (i.e., both
customers and unrecognized users) to opt-out of such disclosure of drugstore.com
Data if they choose to do so. Delivery of drugstore.com Data will at all times
comply with user privacy policies on the drugstore.com Site. drugstore.com
acknowledges that, in order to permit the delivery of the Additional Features,
the drugstore.com Data provided to ACI will be integrated into ACI's and its
Affiliates' databases and systems, and therefore, that ACI and its Affiliates
shall be entitled following such delivery to use such drugstore.com Data in the
same manner in which ACI and its Affiliates use similar data relating to the
Amazon.com Site and users of the Amazon.com Site; provided, however, that ACI,
Amazon.com and their Affiliates will not use any drugstore.com Data specifically
to target communications to drugstore.com customers (provided further that, for
the avoidance of doubt, that nothing in the foregoing shall prohibit ACI,
Amazon.com and their Affiliates from sending communications to persons for whom
information exists in their databases generally, or segments of persons for whom
information exists in their databases, so long as drugstore.com customers are
not specifically targeted for such communications).
2.2.2 Launch. ACI will use commercially reasonable efforts to
commence providing the promotions and features described below in this Section
2.2 (the "Additional Features") on or before September 15, 2001, and in any
event, ACI will commence providing the Additional Features by no later than
October 31, 2001; provided, that drugstore.com acknowledges that ACI's ability
to provide the Additional Features is dependent on drugstore.com providing
reasonable cooperation to ACI in connection therewith, and providing adequate
drugstore.com Data and performing its other obligations under this Section 2.2
in a timely fashion, and that ACI shall have no liability for any error or delay
in providing the Additional Features caused by drugstore.com's failure to do so.
Without limiting the generality of the foregoing, drugstore.com acknowledges
that, in order to track browsing behavior on an individual basis, the Additional
Features require drugstore.com Data that permits ACI to uniquely identify users
of the Amazon.com Health and Beauty Section and drugstore.com Site (e.g.,
session ID's), and therefore that ACI will have no liability for any degraded
performance of, or inability to implement, any Additional Features to the extent
caused by drugstore.com's failure to provide such drugstore.com Data. Following
the Additional Features Launch Date, ACI will continue to provide the Additional
Features throughout the remainder of the Term, subject to the terms and
conditions of this Agreement.
2.2.3 Additional Features. Using the drugstore.com Data, ACI will
assign unique "ASIN" identification numbers for each Drugstore Product and
Beauty Product offered through the Amazon.com Health and Beauty Section in a
manner consistent with those assigned to products sold and fulfilled by ACI or
its Affiliates. ACI will include Drugstore Products and Beauty Products for
which an ASIN is assigned in the following Amazon.com Site Functionalities,
using substantially the same algorithms and standards as are applied to other
products for which ASIN's are assigned by ACI and its Affiliates (including
product suitability standards and automated filtering techniques used to screen
potentially sensitive or controversial products from inclusion in particular
areas or communications):
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(a) Product detail pages on the ACI Site that are linked to from
search results or recommendations on the ACI Site outside the Amazon.com Health
and Beauty Section (drugstore.com acknowledging, however, that ACI will not
create separate browse trees or categories for Drugstore Products and Beauty
Products on the ACI Site beyond those provided by drugstore.com in the
Amazon.com Health and Beauty Section, and therefore that such product detail
pages shall not be accessible via the general browse structure of the ACI Site);
(b) Automated "Your Recommendations" (for recognized users) and
"Quick Picks" (for unrecognized users) features of the Home Page of the
Amazon.com Site;
(c) Automated "Featured Items" and "Visit the [x] Store" endcap
advertisements in the left-hand column of product detail pages for the ACI Site.
(d) Automated product similarities features on Drugstore Product and
Beauty Product product detail pages of the ACI Site (e.g., "Customers who bought
'x' also bought 'y').
(e) Automated personalized recommendation e-mails based upon product
similarities and prior purchases delivered to users who have opted-in or not
opted-out (as the case may be for the particular type of e-mail) to receive such
e-mails.
In addition, Drugstore Products and Beauty Products for which ASINs are
assigned will be available to be included in "Listmania" lists and wish lists
(provided, that users who wish to purchase Drugstore Products and Beauty
Products listed on wish lists will be linked to the applicable product detail
page on the ACI Site to view the details of product, and be required to purchase
the applicable product through the ordinary checkout process of the Amazon.com
Health and Beauty Section as provided by drugstore.com).
2.2.4 Affinities Data. Upon drugstore.com's request, and provided
drugstore.com supplies any necessary drugstore.com Data in a timely fashion, ACI
will provide to drugstore.com Affinities Data for any Specified Product whose
drugstore.com Site product detail page is viewed through the Amazon.com Health
and Beauty Section via a real-time (or near-real-time) data feed. In addition,
if drugstore.com requests that ACI provide Affinities Data for Specified
Products other than in connection with page views of the applicable
drugstore.com Site product detail page (e.g., Affinities Data relating to
Specified Products generally, or to specific subsets of all Specified Products),
provided drugstore.com supplies any necessary drugstore.com Data in a timely
fashion, ACI will provide such Affinities Data as promptly as reasonably
possible via a flat file or another non-real-time means of delivery. For the
avoidance of doubt, any Affinities Data provided pursuant to this Section 2.2.4
shall be delivered in aggregate (i.e., non-personally identifying) format and
drugstore.com shall be entitled to retain and use any such Affinities Data
following termination of this Agreement.
2.2.5 Fulfillment. Customers who purchase products through the
Amazon.com Health and Beauty Section are customers of ACI, Amazon.com and
drugstore.com. drugstore.com will be solely responsible for all order
fulfillment and customer service for orders of products purchased from
drugstore.com through the Amazon.com Health and Beauty Section, The Parties
will agree upon a means, that complies with all applicable laws, regulations and
orders of any governmental authority of competent jurisdiction, whereby
drugstore.com will be provided with or otherwise enabled to receive all order-
related and customer-related data necessary for drugstore.com to fulfill its
order fulfillment and customer service responsibilities as well as to recognize
and transact with an Amazon.com Heath and Beauty Section customer as a repeat
customer on the drugstore.com Site. Such information may include products
ordered, name, address, email address and credit card information of the
purchaser and
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other necessary information. drugstore.com shall be free to use such data and
communicate with such customers as it uses such data for, and as it communicates
with, its other customers, subject to Section 2.7. All revenues from sales of
products or services in the Amazon.com Health and Beauty Section, other than
cross-promoted products from other Amazon.com Product Sections, shall be
drugstore.com revenues and Amazon.com and ACI shall have no right to any revenue
share or other fees, except as set forth in Section 5.3. The Parties shall
implement the Additional Features in a manner that does not subject ACI,
Amazon.com and their Affiliates to federal, state or local regulations involving
pharmacists, over the counter drugs or homeopathic drugs and does not subject
drugstore.com to any additional regulation of such kind, and further does not
create any jurisdiction or authority for any governmental authority to impose
material additional obligations to collect sales tax, use tax or similar tax in
connection with any sales of products by ACI, Amazon.com, drugstore.com or their
Affiliates."
15. Section 2.3 of the Agreement is hereby amended in its entirety to read
as follows:
"2.3 Redesign of Amazon.com Site. Without limiting the generality of the
foregoing, nothing in this Agreement shall limit the ability of Amazon.com, ACI
or their Affiliates to re-design or modify the appearance and functionality of
the Amazon.com Site Home Page or Amazon.com Site from time to time, in their
sole discretion; provided, that in the event that Amazon.com, ACI or their
Affiliates re-design any of the Additional Features, or replaces the Additional
Features with new features, the Specified Products will continue to be included
in such re-designed or new features."
16. Section 2.4 of the Agreement is hereby amended in its entirety to read
as follows:
"2.4 Certain drugstore.com Obligations. During the Term, drugstore.com
will (a) ensure that every page of the drugstore.com Site displayed to any user
who links to the drugstore.com Site from the Amazon.com Site displays prominent,
above-the-fold, graphical hypertext links to be designed by ACI in consultation
with drugstore.com, which, when clicked, return the user to the Amazon.com Site,
(b) ensure that substantially all products available through the drugstore.com
Site are available through the Amazon.com Health and Beauty Section, (c) ensure
that prices of products offered through the Amazon.com Health and Beauty Section
are equal to or lower than the prices for the same products on the drugstore.com
Site, and (d) ensure that promotions related to products offered through the
Amazon.com Health and Beauty Section (including, without limitation, discounts,
free products with a purchase and "points"), are equal or superior to any such
promotions generally offered by drugstore.com on the drugstore.com Site to the
extent technically and commercially feasible. Notwithstanding the Additional
Features, drugstore.com will be solely responsible for all order fulfillment and
customer service for orders of products from drugstore.com through the
Amazon.com Health and Beauty Section."
17. Section 3.2.1 of the Agreement is hereby amended in its entirety to
read as follows:
"3.2.1 Amazon.com Customer Base. During the Term, ACI will promote
the Amazon.com Health and Beauty Section to the Amazon.com customer base as
provided in Exhibit D hereto. The e-mail and product shipment insert promotions
("Targeted Promotions") called for by Exhibit D will include an incentive offer,
the specific nature of which shall be agreed upon by the Parties, but the final
determination of which shall rest with drugstore.com (subject to ACI's approval,
which shall not be unreasonably withheld or delayed) so long as the promotion is
reasonably attractive to an ACI customer. The Parties will agree upon which
Party designs and produces any such Targeted Promotions, which agreement will
not be unreasonably withheld or delayed, provided that such design in any event
will be subject to the reasonable prior approval of each Party. In the case of
drugstore.com's design and production, drugstore.com shall be responsible for
all design and
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production costs associated with the Targeted Promotions and all redeemed
incentive offers, and for delivery of the Targeted Promotions to ACI for
delivery to ACI's customers; and, in the case of ACI's design and production,
drugstore.com shall reimburse ACI for its reasonable actual design and
production costs associated with the Targeted Promotions and all redeemed
incentive offers; provided that ACI shall not charge drugstore.com for any
internal costs associated with segregating and delivering such Targeted
Promotions. ACI will invoice drugstore.com on a monthly basis for the costs
incurred by ACI, and drugstore.com will pay ACI the invoiced sums within thirty
(30) days after receipt of the applicable invoice."
18. Section 3.2.2 of the Agreement is hereby deleted in its entirety.
19. Section 3.2.3 of the Agreement is hereby deleted in its entirety.
20. Section 5.3 of the Agreement is hereby amended in its entirety to read
as follows:
"5.3 Annual Fees and New Customer Bounties; Payments Processing Fees; New
Customer Threshold.
5.3.1 During the Term, drugstore.com will pay ACI annual fees in the
amounts set forth below ("Annual Fees"):
Year 1: $27,000,000.00
Year 2: $9,000,000.00
drugstore.com will pay the Annual Fee set forth above for Year 2 as
follows: (a) one million five hundred thousand dollars ($1,500,000) on or
before June 30, 2001; (b) four million five hundred thousand dollars
($4,500,000) on or before the Additional Features Launch Date (unless the
Additional Features Launch Date is delayed by reason of drugstore.com's
failure to provide reasonable cooperation to ACI in connection with the
implementation of the Additional Features or failure to provide adequate
drugstore.com Data or perform any other obligations under Section 2.2 in a
timely fashion, in which event such payment shall be made on or before
September 15, 2001); (c) one million five hundred thousand dollars
($1,500,000) on or before November 1, 2001; and (d) one million five
hundred thousand dollars ($1,500,000) on or before April 1, 2002.
5.3.2 In addition to the Annual Fees, drugstore.com will pay ACI a
bounty for each New Customer delivered after the second Quarter of 2001 (each
such bounty, a "New Customer Bounty") as follows:
(a) a New Customer Bounty of forty dollars ($40.00) for each New
Customer delivered in the third Quarter of 2001 in excess of thirty
thousand (30,000) Qualifying New Customers (i.e., the 30,001st New
Customer and above);
(b) a New Customer Bounty of forty dollars ($40.00) for each New
Customer delivered in the fourth Quarter of 2001 in excess of seventy
thousand (70,000) New Customers (i.e., the 70,001st New Customer and
above);
(c) a New Customer Bounty of thirty dollars ($30.00) for each
New Customer delivered in the first Quarter of 2002 in excess of forty
thousand (40,000) New Customers (i.e., the 40,001st New Customer and
above).
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(d) a New Customer Bounty of thirty dollars ($30.00) for each
New Customer delivered in the second Quarter of 2002 in excess of forty
thousand (40,000) New Customers (i.e., the 40,001st New Customer and
above);
New Customer Bounties shall be paid in arrears on a Quarterly basis, as
follows: within thirty (30) days after the end of each Quarter after the
second Quarter of 2001, drugstore.com shall remit to ACI the aggregate New
Customer Bounties (if any) payable for New Customers delivered in the
preceding Quarter, together with a report specifying in reasonable detail
the number of New Customers delivered during the preceding Quarter and in
the aggregate during the Year and drugstore.com's calculation of the New
Customers delivered for the preceding Quarter.
21. Section 5.4 of the Agreement is hereby amended in its entirety to read
as follows:
"5.4 Prepayment. This section intentionally left blank."
22. Section 10.1 of the Agreement is hereby amended in its entirety to
read as follows:
"10.1 Term. The Term of this Agreement will commence on the date of
the Closing, and unless earlier terminated as provided elsewhere in this
Agreement, will end automatically as of June 30, 2002."
23. Section 10.3 of the Agreement is hereby amended in its entirety to
read as follows:
"10.3 ACI Termination. In the event that: (a) drugstore.com at any
time engages in any criminal conduct, fraud or other behavior that ACI
reasonably determines is harming or is likely to materially harm the
goodwill or reputation of ACI, Amazon.com or the Amazon.com Site; (b)
drugstore.com has consistently failed to abide by ACI's reasonable requests
with respect to the establishment of technical and customer service
requirements and ACI reasonably determines such failure is causing material
harm to Amazon.com and its customers; or (c) drugstore.com becomes
insolvent, admits in writing its inability to pay debts as they mature,
institutes or has instituted against it any bankruptcy, reorganization,
debt arrangement, assignment for the benefit of creditors, or other
proceeding under any bankruptcy or insolvency law or dissolution,
receivership, or liquidation proceeding (and, if such proceeding is
instituted against it, such proceeding is not dismissed within sixty (60)
days), the same shall be deemed a material breach of this Agreement
pursuant to Section 10.2, but which is not susceptible to cure, and ACI
shall be entitled to terminate this Agreement upon written notice to
drugstore.com."
24. Section 10.4 of the Agreement is hereby amended to read in its
entirety as follows:
"10.4 drugstore.com Termination. In the event that: (a) ACI or
Amazon.com at any time engages in any criminal conduct, fraud or other
behavior that drugstore.com reasonably determines is harming or is likely
to materially harm the goodwill or reputation of drugstore.com or the
drugstore.com Site; (b) Amazon.com or ACI has consistently failed to abide
by drugstore.com's reasonable requests with respect to the establishment of
the same technical and customer service requirements Amazon.com requires of
drugstore.com and drugstore.com reasonably determines that such failure is
causing material harm to drugstore.com and its customers, or (c) Amazon.com
becomes insolvent, admits in writing its inability to pay debts as they
mature, institutes or has instituted against it any bankruptcy,
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reorganization, debt arrangement, assignment for the benefit of creditors,
or other proceeding under any bankruptcy or insolvency law or dissolution,
receivership, or liquidation proceeding (and, if such proceeding is
instituted against it, such proceeding is not dismissed within sixty (60)
days), the same shall be deemed a material breach of this Agreement
pursuant to Section 10.2, but which is not susceptible to cure, and
drugstore.com shall be entitled to terminate this Agreement upon written
notice to ACI."
25. Section 10.5.1 of the Agreement is hereby amended in its entirety to
read as follows:
"10.5.1 General. Upon termination of this Agreement, each Party in
receipt, possession or control of the other Party's intellectual or
proprietary property, information and materials (including any Confidential
Information) pursuant to this Agreement must return to the other Party (or
at the other Party's written request, destroy) such property, information
and materials. Sections 5 through 8, 10 and 11 (together with all other
provisions that reasonably may be interpreted as surviving termination or
expiration of this Agreement) will survive the termination or expiration of
this Agreement."
26. The first and second sentences of Section 10.5.2 of the Agreement are
hereby amended in their entirety to read as follows:
"Upon termination by ACI for drugstore.com's breach pursuant to
Section 10.2, drugstore.com will immediately pay ACI, as liquidated
damages, and not as a penalty, the greater of: (i) two million five hundred
thousand dollars ($2,500,000); or (ii) the amount of the Annual Fee for
Year 2 as defined in Section 5.3.1 remaining unpaid as of the date of such
termination. Upon termination by drugstore.com for ACI's breach pursuant
to Section 10.2, ACI will immediately pay drugstore.com, as liquidated
damages, and not as a penalty, the greater of: (i) two million five hundred
thousand dollars ($2,500,000); or (ii) the amount of the Annual Fee for
Year 2 as defined in Section 5.3.1 remaining unpaid as of the date of such
termination."
27. Exhibit D to this Amendment is hereby appended to the Agreement as
Exhibit D thereto.
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28. Each Party (on behalf of itself, its predecessor(s), its successor(s),
its Affiliates and all persons claiming by, through or under any of them)
irrevocably and unconditionally waives and agrees not to assert any known
claims, demands or causes of action of any type, that it may now hold or may
previously have held against the other Party or any of its Affiliates, or any of
their shareholders, directors, employees or representatives, arising out of or
in connection with the Agreement (including any actual or alleged breach thereof
by the other Party).
29. This Amendment supersedes any previous or contemporaneous oral or
written agreements regarding the subject matter set forth above. Except as
expressly amended by this Amendment, the Agreement remains in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above.
ACI Drugstore.com:
--- --------------
Amazon.com Commerce Services, Inc. drugstore.com, inc.
By: /s/ Mark Britto By: /s/ Bob Barton
-------------------------------- --------------------------------
Title: SVP Title: Chief Financial Officer
----------------------------- -----------------------------
Notice Address: Notice Address:
ACI drugstore.com, inc.
1200 12th Avenue South, Suite 1200 13920 S.E. Eastgate Way, Suite 300
Seattle, WA 98144 Bellevue, WA 98005
Facsimile: 206-266-7010 Facsimile: 425.372.3808
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EXHIBIT D
After June 11, 2001, ACI will provide the following promotions for the
Amazon.com Health and Beauty Section:
1. ACI Site Placements:
July-Sept. Oct.-Dec., Jan.-Mar Apr.-June
2001 2001 2002 2002
---------- ---------- ---------- ---------
Above-the-fold "center 31 days 30 days 31 days 31 days
bucket" placement on
the Home Page of the
Amazon.com Site
Above-the-fold "Featured Highest Highest Highest Highest
Store" button on the Rotation* Rotation* Rotation* Rotation*
Home Page of the
Amazon.com Site
Other Placements on the 30 days 30 days 30 days 30 days
Home Page of the
Amazon.com Site (e.g.,
"TPG" box or "O's")
*Highest Rotation: Placements indicated to be "Highest Rotation" above
will receive the highest rotation during the applicable calendar quarter of all
ACI Product Sections that are rotated through the applicable placement slot
during that quarter (i.e., excluding the ACI Product Sections that are
permanently displayed in the applicable placement slot, which are "Books" and
"Consumer Electronics" as of the Effective Date and ACI Product Sections that
are automatically displayed in the applicable placement slot by ACI's
personalization algorithms).
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Placements on the ACI Site will be spread out throughout the applicable
Quarter in order to spread the impressions over historical high-traffic and low-
traffic periods in a roughly proportionate fashion. In the event that ACI re-
designs the appearance of the ACI Site such that the specific placements
described above no longer exist, ACI will provide placements on the ACI Site for
the Amazon.com Health and Beauty Section that are of comparable commercial value
to the ones described above.
2. E-Mail/In-Box Promotions. ACI will deliver e-mail and in-box
promotions for the Amazon.com Health and Beauty Section to Amazon.com's
customers in at least the following quantities during the following periods:
July-Sept. Oct.-Dec., Jan.-Mar. Apr.-June
2001 2001 2002 2002
---------- ---------- --------- ---------
Emails 6,000,000 0 3,000,000 3,000,000
---------- ---------- --------- ---------
In-ship 1,000,000 4,000,000 2,000,000 2,000,000
---------- ---------- --------- ---------
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