Advertising Insertion Order - LifeMinders Inc. and eDiets.com Inc.
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Order #: 0 Revision #: 5 Sales Contact: Michael Penny
Client Order VP Sponsorship Sales
Number: 0 Phone: 704.521.9457
Date: 3-1-01 mpenny@lifeminders.com
Campaign: Co-Branding Fax: 253.276.2792
URL: www.ediets.com Traffic Contact: Sean Conaton
Sr. Account Manager
Phone: 703.885.1301
sconaton@lifeminders.com
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Advertiser Agency
Name: eDiets.com Name:
Address: 3467 W. Hillsboro Blvd. Address:
Deerfield Beach, FL 33442
Contact: Barbara Hemp Contact:
Creative Contact: Steve Johnson Creative Contact:
Phone: 954.360.9022 Phone:
Fax: 954.360.9095 Fax:
E-Mail: barb@ediets.com E-Mail:
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Order Details
Contract Length: 12 Months Net Cost: Varies based on delivery
(See Program Detail)
Start Date: 4/1/01
End Date: 2/28/02
Billing Currency: US Dollar
Bill To: Advertiser
Terms: Net 30
Billing: Monthly
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Terms and Conditions
All creative materials and any changes must be delivered at least 4 days in
advance to the identified Traffic Contact at Error! Reference source not found.
A LifeMinders' Insertion Order number and flight dates must be referenced in all
correspondence. LifeMinders will not issue any credit or make good due to late
or incorrectly submitted materials and/or late or incomplete information.
The Insertion Order is subject to the program details ("Program Details")
attached hereto as Exhibit A and terms and conditions ("Standard Terms")
attached hereto as Exhibit B of this Insertion Order, and such Standard Terms
are made a part of this Insertion Order by reference. The signatory of this
Insertion Order represents that he/she has read and agrees to such standard
terms and program details.
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Authorized by (Client Signature) /s/ Ronald Caporale Date: 3/21/01
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Print Name: Ron Caporale Company: eDiets.com Phone: 954-360-9022
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Production Contact: Phone: Email: ron@ediets.com
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Authorized by (LifeMinder Signature) /s/ Allison Abraham Date: 3/21/01
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Print Name: Allison Abraham Company: LifeMinders, Inc. Phone: 703-707-8261
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Exhibit A - Program Detail
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Comments
> eDiets agrees to pay LifeMinders a CPA rate of [______] per final
new sale resulting from a user's initial visit to eDiets from a link
on the Lifeminders site. Final new sale does not include any credit
card sale that has been declined or cancelled.
> LifeMinders is to provide a minimum of 400 conversions per month, up
to 1,500 conversions during the months of January through September
at the CPA rate of [______] per final sale. In the event that
conversions exceed 1,500 within any of the aforementioned months,
eDiets agrees to pay LifeMinders a CPA rate of [_____] per
conversion over 1,500.
> LifeMinders is to provide a minimum of 400 conversions per month, up
to 1,000 conversions during the months of October through December
at the CPA rate of [_____] per final sale. In the event that
conversions exceed 1,000 within any of the aforementioned months,
eDiets agrees to pay LifeMinders a CPA rate of [______] per
conversion over 1,000.
> LifeMinders requires for placement within CONTENT, that eDiets
agrees to provide a Landing Page that is Co-Branded with
LifeMinders, stating "LifeMinders Health & Fitness Partner"
Specifications, etc to be mutually agreed and subject to eDiets
approval.
> LifeMinders will provide eDiets advertising positions within the
Diet & Fitness category as graphical, contextual and or content. No
restrictions on placements in other categories offered by
LifeMinders including LifeMinders Private Label Network
> eDiets agrees to provide LifeMinders such Future and Historical data
on conversions of all LifeMinders members that both parties agree to
be reasonable and appropriate. (Email address at minimum)
Lifeminders agrees not to utilize this information to promote,
directly or indirectly, a LifeMinders online dieting subscription
service during the term of this contract, or share this information
with a direct competitor of eDiets such as Dietsmart.
Authorized by (client signature) Ronald Caporale Date: 3/21/01
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Exhibit B - Standard Terms and Conditions for LifeMinders Advertising
The following Terms and conditions (the "Standard Terms") shall be deemed to be
incorporated into the attached insertion order (the "Insertion Order"):
1. Terms of Payment. EDiets will provide Lifeminders with a final
report within three (3) business days of the close of each month
detailing the number of customers delivered by Lifeminders during
the prior monthly period. Lifeminders will invoice eDiets for
customers delivered within 10 business days of the close of each
month based on said report. Payment shall be due net 30 days from
the invoice date. Payment shall be made to LifeMinders (Attn:
Accounts Receivable, 13530 Dulles Technology Center Dr., Suite 500,
Herndon, VA 21071) within thirty (30) days from the date of invoice
("Due Date"). Amounts paid after the Due Date shall bear interest at
the rate of one and one-half percent (1.5%) per month. In the event
Advertiser fails to make timely payment, Advertiser will be
responsible for all reasonable expenses (including attorney's fees)
incurred by LifeMinders in collecting such amounts. LifeMinders
reserves the right to suspend performance of its obligations
hereunder (or under any other agreement with Advertiser) in the
event Advertiser fails to make timely payment hereunder or under any
other agreement with LifeMinders.
2. Positioning. Except as otherwise expressly provided in the Insertion
Order or Program Detail, positioning of advertisement within the
LifeMinders properties is at the sole discretion of LifeMinders.
LifeMinders may, at its sole discretion, remove from the Insertion
Order (and substitute with similar inventory) any object that it
believes to be a trademark, trade name, company name, product name,
or brand name belonging to or claimed by a third party.
3. Placement. LifeMinders reserves the right, at its sole discretion,
to fulfill distribution requirements through its Private Label
LifeMinder network of mailings, in addition to its branded
LifeMinders e-mails.
4. Usage Statistics. Unless specified in the Insertion Order,
LifeMinders makes no guarantee with respect to usage statistics or
levels of impressions for any advertisement. Advertiser acknowledges
that delivery statistics provided by LifeMinders are the official,
definitive measurements of LifeMinders performance on any delivery
obligations provided in the Insertion Order.
5. Renewal. Except as expressly set forth in the Insertion Order, any
renewal of the Insertion Order and acceptance of any additional
advertising order shall be at LifeMinders sole discretion. Pricing
for any renewal period is subject to change by LifeMinders from time
to time.
6. No Assignment or Resale of Ad Space. Advertiser may not resell,
assign or transfer any of its rights hereunder, and any attempt to
resell assign or transfer such rights shall result in immediate
termination of this contract, without liability to LifeMinders.
7. Limitations of Liability. In the event (i) that LifeMinders fails to
publish an advertisement in accordance with the schedule provided in
the Insertion Order, (ii) LifeMinders fails to deliver the number of
total e-mails specified in the Insertion Order (if any) by the end
of the specified period, or (iii) of any other failure, technical or
otherwise, of such advertisement to appear as provided in the
Insertion Order, the sole liability of LifeMinders to Advertiser
shall be limited to, at LifeMinders sole discretion, a pro rata
refund of the advertising fee representing undelivered e-mails,
placement of the advertisement at a later time in a comparable
position, or extension of the term of the Insertion order until
total impressions are delivered. In no event shall LifeMinders be
responsible for any consequential, special, punitive or other
damages, including without limitation, lost revenue or profits, in
any way arising out of or related to the Insertion Order/Standard
Terms or publication of the advertisement, even if LifeMinders has
been advised of the possibility of such damages. Without limiting
the foregoing, LifeMinders shall have no liability for any failure
or delay resulting from any governmental action, fire, flood,
insurrection, earthquake, power failure, riot, explosion, embargo,
strikes whether legal or illegal, labor or material shortage,
transportation interruption of any kind work slowdown or any other
condition beyond the control of LifeMinders affecting production or
delivery in any manner.
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8. Advertisers Representations; Indemnification. Advertisements are
accepted upon the representation that Advertiser has the right to
publish the contents of the advertisement without infringing the
rights of any third party and without violating any law. In
consideration of such publications, advertiser agrees, at its own
expense, to indemnify, defend and hold harmless LifeMinders, and its
employees, representatives, agents and affiliates, against any and
all expenses and losses of any kind (including reasonable attorney's
fees and costs) incurred by LifeMinders in connection with any
claims, administrative proceedings or criminal investigations of any
kind arising out of publication of the advertisement and/or any
material, product or service of Advertiser to which users can link
through the advertisement (including without limitation, any claim
of trademark or copyright infringement, defamation, breach of
confidentiality, privacy violation, false or deceptive advertising
or sales practices).
9. Provision of Advertising Materials. Advertiser will provide all
materials for the advertisement in accordance with LifeMinders'
policies in effect from time to time, including (without limitation)
the manner of transmission to LifeMinders and the lead-time prior to
publication of the advertisement. LifeMinders shall not be required
to publish any advertisement that is not received in accordance with
such policies and reserves the right to charge Advertiser, at the
rate specified in the Insertion Order, for inventory held by
LifeMinders pending receipt of acceptable materials from Advertiser
which are past due. Advertiser hereby grants to LifeMinders a
non-exclusive, worldwide, fully paid license to use, reproduce and
display the advertisement (and the contents, trademarks and brand
features contained therein) in accordance herewith.
10. Content Partner Specifics. In addition to Standard Terms, Content
Partnership requires (i) content summary of Advertiser content for
placement into LifeMinder e-mails and (ii) a modified billing cycle
(a) If an e-mail runs between the 1st-15th of month; Delivery for
that run will be tallied until the 15th of the following month and
(b)If an e-mail runs between the 16th-31st of month; delivery for
that run will be tallied until the 31st of the following month.
11. Right to Reject Advertisement. All Contents of advertisements are
subject to LifeMinders' approval. LifeMinders reserves the right to
reject or cancel any advertisement, insertion order, URL link, space
reservation or position commitment, at any time, for any reason
whatsoever (including belief by LifeMinders that placement of
advertisement, URL Link, etc., may subject LifeMinders to criminal
or civil liability).
12. Press Release. Upon agreement to the Insertion Order, and during the
term of this agreement, LifeMinders may, at its sole discretion,
issue any mutually approved press release. Advertiser shall make no
public announcement regarding the existence or content of the
Insertion Order without LifeMinders' written approval, which may be
withheld at LifeMinders' sole discretion.
13. Cancellation. Except as otherwise provided in the Insertion Order or
as mutually agreed by the parties, the Insertion Order is
non-cancelable by Advertiser.
14. Construction. No conditions other than those set forth in the
Insertion Order or these Standard Terms shall be binding on
LifeMinders unless expressly agreed to in writing by LifeMinders. In
the event of any inconsistency between the Insertion Order and the
Standard Terms, the Standard Terms shall control.
15. Miscellaneous. These Standard Terms, together with the Insertion
Order, (i) shall be governed by and construed in accordance with,
the laws of the State of Virginia, without giving effect to
principles of conflicts of law; (ii) may be amended only by a
written agreement executed by an authorized representative of each
party; and (iii) constitute the complete and entire expression of
the agreement between the parties, and shall supersede any and all
other agreements, whether written or oral, between the parties. Both
parties consent to the jurisdiction of the courts of the stat of
Virginia with respect to any legal proceeding arising in connection
with the Insertion Order/Standard Terms.
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