Exhibit 10.2.2
STANDARD
& POOR'S
Amendment Number 1 to
Information Distribution License Agreement
By and Between
Standard and Poor's XxxXxxxx Inc.
And
Iwon Inc.
This Amendment number I to the Information Distribution License Agreement dated
January 13, 2000 is entered into by and between Standard and Poor's XxxXxxxx.
Inc. and Iwon Inc. and is effective as of the Effective Date designated below.
Whereas, S&P XxxXxxxx Inc. ("S&P XxxXxxxx") and Iwon Inc. ("iWon") previously
entered into an Information Distribution License Agreement dated January 13,
2000 (as amended, the "Agreement"), the terms of which they now desire to amend.
Now therefore, in consideration of the mutual covenants of the parties, and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Term and Termination
a) This amendment Number 1 shall be co-terminus with the Agreement,
which is to terminate on April 20, 2003 and shall be renewed for
successful twelve (12) month terms pursuant to the original terms
and conditions and all applicable and original fees of the
Agreement. In addition, to any other termination rights under the
agreement, including without limitation, right of termination in the
event of breach, bankruptcy, declared an insolvent or makes an
assignment for the benefit of creditors, then the other party shall
have the right to terminate the Agreement with at least forty-five
(45) days written notice prior to the end of the then current term.
b) In the event that iWon is not successful in having the right to
operate the website located at xxx.xxxxxx.xxx both parties agree
that this amendment number 1 will automatically terminate.
2. Rights Granted
In addition to the rights granted to iWon pursuant to the Agreement, S&P
now grants iWon the right to distribute the S&P XxxXxxxx information in
Exhibit A to any joint or co-branded and/or hosted sites. The S&P XxxXxxxx
information is delayed quotes and will not be updated dynamically.
Distributor agrees that it shall not display the S&P XxxXxxxx service
without a prominent notice indicating that the S&P XxxXxxxx service is
being displayed on a minimum of fifteen (15) minute delayed basis. S&P
XxxXxxxx
SF1:553523.2
[*] Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
1
shall negotiate if iWon acquires, manages, controls any URL sites that
have more than 7.5 million pages views per month at the time of
acquisition in [*] such site.
3. Fees
Monthly Redistribution Fees
Domestic Access to delayed Stock, Mutual Funds, and Indices
Page views for [*] iWon and Excite web sites Fees
-------------------------------------------- ----
[*] $[*]
[*] $[*]
Notes
- A rate of [*] will be applied to each page view above [*].
- Monthly Redistribution License fee for iWon and Excite URL's only
will not exceed $[*] per month.
- All additional URLs will be subject to a monthly license fee of $[*]
or
- The greater of the page views multiplied by [*]
- Additional URLs will not exceed $[*] per site per month.
4. Usage Reports
Distributor shall provide to S&P XxxXxxxx, a month report listing all the
pages views that Distributor owns, manages, host or controls. This report
will be based on the Monthly number of page views in [*] the sites that
iWon host, controls, owns or manages arid is due on the 15th of each
month.
5. Effective Date
The effective date of this Amendment number 1 is December 1, 2001.
Except as otherwise provided for in this amendment number 1, the terms and
conditions of the Agreement shall continue in full force and effect.
AGREED AND ACCEPTED BY:
iWON INC. S&P XXXXXXXX
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Raccoppo
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Raccoppo
Title: CFO Title: Director of Sales
Date: 11/28/01 Date: 12/05/01
SF1:553523.2
[*] Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
2
