[LOGO OF ALTA VISTA] EXHIBIT 10.31
Insertion Order # MA-PCSupport-0317
Advertising Agreement
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Advertiser Information Contract Information
Advertiser Name PC Support Today's Date 5/18/00
Contact ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Client Ref No.
Title Type CPM
Address Suite 280-4400 Dominion St Classification Standard
Burnaby, BC, Canada V5G 4G3 Category Content Partner
Phone ▇▇▇-▇▇▇-▇▇▇▇ ----------------------------------------------------------------
Fax AltaVista Information
Email Account Manager ▇▇▇▇▇ ▇▇▇▇
-------------------------------------------------------------- Email ▇▇▇▇▇.▇▇▇▇@▇▇.▇▇▇
Agency Information Phone ▇▇▇-▇▇▇-▇▇▇▇
Agency Name n/a Fax ▇▇▇-▇▇▇-▇▇▇▇
Contact
Title Sales Contact ▇▇▇▇ ▇▇▇▇▇▇▇
Address Email ▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇
Phone Phone ▇▇▇-▇▇▇-▇▇▇▇
Email Fax ▇▇▇-▇▇▇-▇▇▇▇
Fax --------------------------------------------------------------------
-------------------------------------------------------------- Contract Details
Billing Information Campaign Name
Method [***Confidential Treatment Requested***] Calendar Weeks 52
Contract Estimate [***Confidential Treatment Requested***]
Contact ▇▇▇▇▇ ▇▇▇▇▇ Click Basis n/a
Address ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Rev Share n/a
▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Pricing CPM
Email ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Gross Buy n/a
Phone ▇▇▇-▇▇▇-▇▇▇▇ Frequency Discount n/a
Fax ▇▇▇-▇▇▇-▇▇▇▇ CMGI Discount n/a
Total Est. Net Revenue [***Confidential Treatment Requested***]
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Scheduling Details
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[***Confidential Treatment Requested***]
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TOTAL
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Campaign Summary ----------------------------- --------------------
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[X] New Order TOTAL COST
[ ] Revised Order ====================
[ ] Cancellation Order Notes/Special Instructions -----------------------------------
Start Date 4/3/00
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End Date 3/2/01
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Total # of days 365
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Total # of Imps [***Confidential
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Treatment Requested***]
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Total Cost
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I have read and understood the attached terms and conditions of this advertising agreement.
Client Signature: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Account Manager /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VP & CFO Director: VP Sales
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Date: 4-Apr-00 Date: 4/7/00
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EXHIBIT 10.31
PC Support Keywords for Search Tiles
[***Confidential Treatment Requested***]
[LETTERHEAD OF ALTA VISTA]
Standard Terms and Conditions
THIS IS A CONTRACT. BY SIGNING THE INSERTION ORDER TO WHICH THESE TERMS ARE
ATTACHED, YOU ("ADVERTISER") EXPRESSLY ACCEPT ALL OF THE FOLLOWING TERMS AND
CONDITIONS:
1. This Agreement constitutes the entire agreement between Advertiser and
AltaVista Company (collectively with any company controlled by, controlling or
under common control with AltaVista Company, "AltaVista") as to its subject
matter and supersedes all prior or collateral understandings, oral or written,
and may not be modified, except by a written document that is duly signed by
each party's authorized representative. AltaVista hereby rejects any provisions
contained in communications from Advertiser which are in addition to or which
conflict with the terms set forth herein, and AltaVista's failure to object to
any such additional or inconsistent terms will not be deemed a waiver of its
objections to such provisions.
2. Definitions
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a. "AV Platform" means a generic or customized set of Web pages that may
operate together as a Web site, and which may contain any or all of the
following: an internet index, a search tool, advertising, or any other feature
that might be desirable on a Web site, and may be branded using third parties'
names or any combination of AltaVista's and third parties' brand features.
b. "Insertion Order" means the AltaVista standard form that specifically
describes the Advertisements, their placement on the AV Platform, and the fees
to be paid by Advertiser to AltaVista therefor.
3. License. Advertiser hereby grants to AltaVista, under all of Advertiser's
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intellectual property rights, a worldwide, non-transferable, non-exclusive
license, during the term of this Agreement, to transmit, publicly display,
publicly perform, store, copy and distribute the advertisements described in the
Insertion Order (the "Advertisements") on the AV Platform, including but not
limited to any of Advertiser's trademarks and logos that are contained in the
Advertisements.
4. Delivery. Advertiser will deliver all Advertisements to AltaVista no less
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than five (5) days prior to the first scheduled appearance of the Advertisements
on the AV Platform. AltaVista reserves the right to reject in good faith any
Advertisements that do not conform to AltaVista's current standards for
advertising on the AV Platform.
5. Positioning. The position, placement and description of the Advertisements
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on the AV Platform will be as set forth in the Insertion Order.
6. Payment. Advertiser agrees to pay all fees, agency commissions and taxes
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related to the placement of the Advertisements on the AV Platform on the date
the order is placed, unless credit terms are extended as set forth in the
Insertion Order; payments not made within the time period specified will accrue
interest at the highest rate permitted by law. AltaVista reserves the right to
suspend the placement of any Advertisement on the AV Platform or terminate this
Agreement in the even that a payment due hereunder remains unpaid 3 business
days after a reminder notice is provided to Advertiser. If an agent acts on
Advertiser's behalf in connection with this Agreement, Advertiser acknowledges
that it remains responsible for payments and other obligations, and will be
deemed to receive any refunds, notices and other documents or information from
AltaVista when received by Advertiser's agent.
7. Taxes. Advertiser is solely liable for any tax, levy or other fee relating
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to the placement of the Advertisements on the AV Platform.
8. Representations and Warranties. Advertiser represents and warrants that (i)
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it has obtained all necessary consents and licenses, and has full authority to
grant the licenses contained in this Agreement, (ii) the Advertisements do not,
and their placement on the AV Platform in accordance with this Agreement and the
Insertion Order will not: (a) violate any international, federal, state or local
law or regulation; (b) infringe any copyright, trademark, trade secret or other
intellectual property rights of any third party; (c) in any way misappropriate
any party's name or likeness, or violate any party's right of privacy,
publicity, or any other right of any third party; or (d) contain any material
which is unlawful, harmful, abusive, hateful, obscene, threatening, libelous or
defamatory.
9. Placement; Reservation of Right. AltaVista will use diligent efforts to
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place the Advertisements on the AV Platform as specified in the Insertion Order.
In the event that AltaVista is unable to place the Advertisements as set forth
in the Insertion Order (as measured by AltaVista's or its third party designee's
measurement systems), then AltaVista will provide Advertiser with comparable
placement within the AV Platform within 30 days thereafter. Nevertheless,
AltaVista, in its sole discretion, reserves the right to reject, revise or
remove, or to require Advertiser to correct or revise any or all of the
Advertisements, if AltaVista reasonably believes that such Advertisements might
violate any of Advertiser's representations under this Agreement, or might fail
to conform to the operating policy of AltaVista.
10. Indemnity. Advertiser agrees to indemnify, defend and hold harmless
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AltaVista and each of its respective shareholders, officers, directors,
employees and agents, from and against any and all losses, liabilities,
injuries, damages, attorneys' fees and other costs and expenses incurred in
connection with any breach of Advertiser's representations under this Agreement.
11. Limitation of Liability. AltaVista`s liability in connection with this
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Agreement, the Insertion Order and the publication of Advertisements by or on
behalf of AltaVista will be limited to the fees paid by Advertiser under this
Agreement. AltaVista`s inability to perform any of its obligations under this
Agreement due to any cause beyond AltaVista`s control will not constitute a
breach of this Agreement, and AltaVista's obligations hereunder will be
suspended during the time period during which any such force majeure event
occurs. If AltaVista is unable to place the Advertisements in accordance with
the agreed description in the Insertion Order because of any act or omission by
Advertiser or Advertiser's agents, AltaVista will still be entitled to full and
timely payment of all fees relating to such Advertisements. IN NO EVENT WILL
ALTAVISTA BE LIABLE TO ADVERTISER FOR ANY LOST REVENUES OR PROFITS, OR ANY
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS
AGREEMENT OR ITS TERMINATION.
12. Term; Termination. This Agreement will continue in effect for the term
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defined in the Insertion Order, unless earlier terminated by AltaVista by giving
Advertiser thirty (30) day's written notice of its intent to terminate. Further,
AltaVista may immediately terminate this Agreement and remove the Advertisements
from the AV Platform if AltaVista reasonably believes that such Advertisements
violate any of Advertiser's representations under this Agreement. All fees and
other charges for Advertisements placed through the date of termination will be
due upon termination.
13. Publicity. Neither party will make any public statement, press release, or
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other announcement relating to the terms of, or existence of this Agreement
without the prior written approval of the other. In the event that Advertiser,
on advice of counsel, determines it is required to disclose the terms of this
Agreement to any governmental entity, it will provide AltaVista with a copy of
the intended disclosure no less than 3 business days prior to any such
disclosure.
14. Miscellaneous. This Agreement will be governed by the laws of the State of
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California, without regard to its conflicts of laws provisions. If any term of
this Agreement is found to be void or unenforceable to any extent for any
reason, all remaining terms and provisions of this Agreement will remain in full
force and effect. Advertiser may not assign this Agreement and/or any of its
rights and/or obligations hereunder without the prior written consent of
AltaVista (which will not be unreasonably withheld) and any such attempted
assignment will be void, except that Advertiser may assign this Agreement and
any of its rights or obligations to its subsidiaries or other Affiliates (which
means any person or entity directly or indirectly controlling, controlled by or
under common control with Advertiser) or, in connection with any merger, sale of
assets or other reorganization transaction, to any other third party without the
consent of the other party. This Agreement will be binding upon the parties'
respective successors and permitted assigns.
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