Exhibit 2
SETTLEMENT AND RELEASE
This settlement and Release (the "Settlement and Release") is entered into
as of December 16, 2002, and effective retroactively from September 15, 2002, by
and between About, Inc. ("About") with offices at 000 Xxxx 00xx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and XxxxxxXxxx.xxx, Inc. ("BeautyBuys") with
offices at 0000 Xxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (each a "Party" and
collectively the "Parties").
WHEREAS, About and BeautyBuys are currently parties to a lawsuit (the
"Lawsuit"), whereby BeautyBuys has brought claims against About in the Suffolk
County District Court of the State of New York in connection with an advertising
agreement entered into in August 1999 by About and BeautyBuys (the "Agreement");
WHEREAS, the Parties hereby agree that in settlement of the Lawsuit and all
other disputes arising between the Parties in connection with the Agreement,
About and BeautyBuys will execute this settlement and Release and BeautyBuys
will file a stipulation dismissing the Lawsuit with prejudice;
NOW THEREFORE, in consideration of the foregoing and for other and good
consideration the Parties do hereby agree as follows:
1. The Parties hereby agree that all of the terms, conditions and
obligations of the Parties in connection with the Agreement have been
terminated and are of no further force and effect.
3. Within five (5) days of execution of this Settlement and Release,
BeautyBuys shall file, or cause to be filed, a stipulation
disconnecting the Lawsuit (such stipulation to be filed with
prejudice).
4. For good and valuable consideration, the sufficiency of which is hereby
recognized, BeautyBuys, its parent, subsidiaries and affiliates
together with their respective shareholders, officers, directors,
partners, employees, agents and successor and assigns (the
"Releasors"), hereby irrevocably and unconditionally release About, its
parent, subsidiaries and affiliates, together with their respective
shareholders, officers, directors, partners, employees, agents and
successors and assigns (the "Releasees") from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements,
causes of actions, rights, costs, losses, debts, and expenses,
including without limitation attorney fees and court costs, of any
nature whatsoever known or unknown which the Releasor ever had, now has
or hereafter can, shall or may have by reason of any matter, fact of
cause whatsoever known or unknown from the beginning of time to the
date of the Release in connection with the Agreement.
5. For good and valuable consideration, the sufficiency of which is hereby
acknowledge, About, its parents, subsidiaries and affiliates, together
with their respective shareholders, officers, directors, partners,
employees, agents, successors and assigns, (the "About Releasors")
hereby irrevocably and unconditionally release BeautyBuys, its parents,
subsidiaries and affiliates, together with their respective
shareholders, officers, directors, partners, employees, agents,
successors and assigns, the "BeautyBuys Releasees") from any and all
charges, complaints, claims, liabilities, obligations, promises,
agreements, causes of action, rights, costs, losses, debts and
expenses, including without limitation attorney fees and court costs,
of any nature known or unknown, which the About Releasors ever had, now
has, or hereafter can, shall or may have by reason of any matter, fact
or cause whatsoever known or unknown from the beginning of time to the
date of this Release in connection with the Agreement.
6. This Release (A) constitutes the binding agreement between the Parties;
(B) represents the entire agreement between the Parties and supersedes
all prior agreements relating to the subject matter contained herein,
including, without limitation, the Services and (C) may not be modified
or amended except in writing signed by the Parties.
8. This Release may be executed simultaneously in any number of
counterparts, each of which shall be an original, but all of which
together shall be deemed to be one and the same instrument.
9. The Parties agree that this Release does not constitute and is not to
be construed as an admission by either Party of (A) any violation of
any federal, state, or local law, statute or regulation, or (B) the
commission by either Party of any other actionable wrong.
10. This Release shall be governed by, and construed in accordance with the
laws of , the State of New York without regard to the conflicts of laws
principles thereof and any action rising out of or relating to this
Release shall be brought in the state and federal courts of the State
of New York, New York County.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Release as of the date first entered above.
For XxxxxxXxxx.xxx, Inc. For About, Inc.
Xxxx Xxxxxxx Xxxxx Xxxxxx
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President Vice President
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December 16, 2002 12/17/02
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/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxx
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