Sample Business Contracts

Revenue Share Program Agreement - Inc. and eUniverse Inc.

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                      , Inc.
                     Amended Revenue Share Program Agreement

         This Amended Revenue Share Program Agreement (the "Agreement") is
entered into on May 20, 2002, and effective to May 19, 2003, between,
Inc. (the "Company") and eUniverse, Inc. (the "Client"). The parties agree that
this Agreement shall be given full force and effect and supercede the August 28,
2001 agreement, and any other understandings between the parties.

         In consideration of the mutual promises set forth herein, the Client
and the Company agree as follows:

         1.   The Client agrees to display an eDiets ad, graphic or mutually
              agreed to content on its website or in e-mail newsletters in the
              form of a banner, tile, button, link and/or other graphic element
              that is mutually agreed upon (hereinafter "Customer Contact").

         2.   The Client agrees not to modify the eDiets' icon, message or
              image(s) in any way. The Company reserves all of its rights in its
              icon, message, trade names, trademarks and all other intellectual
              property rights.

         3.   The Company agrees to pay the Client a referral fee for each final
              sale of an eDiets program offered through the website of the
              Client as outlined below. A final sale does not include any credit
              card sales that have been declined or cancelled within the first
              10 business days (the "Sale") of the original sale.

         4.   The Client will be solely responsible for the development,
              operation, and maintenance of its site and for all materials that
              appear on its site. The Company disclaims all liability for these
              matters. Further, the Client agrees to indemnify and hold harmless
              the Company from all claims, damages, and expenses (including, but
              not limited to, attorney's fees) relating to the development,
              operation, maintenance and content of the Client's site.

         5.   The Company reserves the right to visit the Client's website at
              anytime and in the event that the Company deems that the website
              to be considered unsuitable for the eDiets' program, the Client
              will be required to remove the eDiets' ad within twenty-four (24)
              hours of verbal or written notice.

         6.   The Company will pay the Client a [***] placement fee of [***] and
              a cost per acquisition for each member generated via the Client,
              based on the following schedule:

                 0-2000 new paying members in a quarter: [***]
              2001-3000 new paying members in a quarter: [***]
              3001-     new paying members in a quarter: [***]

              for any new member acquisition, whether generated from Client's
              initial Customer Contact [***]. "An Action/Acquisition is defined
              as a [name of partner] user who links from an eDiets advertisement
              displayed by [name of partner] to the eDiets web site and who
              makes a purchase of an ediets membership. An Action/Acquisition
              does not include a membership sale that is made with a credit card
              that is declined or a membership that is cancelled within ten (10)
              business days after the date of purchase."

         7.   The Company will provide the Client with real-time statistics to
              track new member acquisitions as they become available. The
              Company will provide separate statistics for

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              new members acquired after Client's initial Customer Contact and
              for new members acquired after subsequent Company generated email

         8.   Payment will be paid net 30 following the end of each calendar
              month. Monthly net sales are determined on the 10/th/ day of the
              month following. The parties agree that there shall be no limit to
              the number of referred members for which the Client shall be
              entitled to receive a fee, provided that the members have been
              verified as a "final sale".

         9.   The Client will use commercially reasonable efforts to deliver a
              minimum of [***] new customers to the Company resulting from
              Client's initial Customer Contact every [***] throughout the
              term of this Agreement.

         10.  Company agrees to pay for Client's initial Customers from contact
              with those same potential customers initiated in subsequent
              Company generated e-mail newsletters during the third month of
              every quarter throughout the term of this Agreement.

         11.  The Client agrees not to accept advertising in any form from
              Weight Watchers during the term of this Agreement.

         12.  The term of this Agreement will be for a period of one (1) year.

         13.  Both parties agree that nothing in this Agreement constitutes any
              partnership, joint venture, agency, franchise, sales
              representative, or employment relationship between the parties.

         13.  Company will indemnify, defend, and hold harmless Client, its
              officers, directors, agents and employees from and against any and
              all losses, damages, suits, judgments, reasonable costs and
              expenses (including reasonable attorneys' fees) arising out of any
              claim or cause of action relating to the performance or
              non-performance of Company's obligations as set forth herein,
              including without limitation any claims or causes of action
              relating to the business of Company and the content of the
              materials provided by Company pursuant to Paragraph One (1).

         14.  Neither Party makes any express or implied warranties or
              representations with respect to its business. In addition, neither
              party makes any representation that the operation of its site will
              be uninterrupted or error-free, and neither will be liable for the
              consequences of any interruptions or errors which are not within
              the party's reasonable control.

         15.  The Client acknowledges that it has read this Agreement and all
              its terms and conditions as stated herein.

         16.  This Agreement is governed by the laws of the United States and
              the state of Florida, without reference to rules governing choice
              of laws. Any action relating to this Agreement must be brought in
              the federal or state courts located in Broward County, Florida,
              and the Client irrevocably consents to the jurisdiction of such

         17.  Neither party shall assign this Agreement, by operation of law or
              otherwise, without the other's prior written consent. Subject to
              that restriction, this Agreement will be binding on, inure to the
              benefit of, and enforceable against the parties and their
              respective successors and assigns.

              AGREED TO:

              /s/ Matt J. Slan                    /s/ Ron Caporale
              -------------------------------     -------------------
              Client Signature                    Company Signature

              Matt J. Slan                        Ron Caporale
              --------------------------------    ------------------------
              Print Name                          Print Name

              Director of Business Development    EVP, Business Development
              --------------------------------    ------------------------------
              Title                               Title
    , Inc.       , Inc.

              5/21/02                             5/17/02
              -------                             -------
              Date                                 Date

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