EXHIBIT 6.2
LICENSEE AGREEMENT
THIS AGREEMENT dated as of the 20th day of April, 1999 ( the "AGREEMENT")
between Global Media Corp. ("US", "WE" and "OUR"), a duly incorporated company
under the laws of the State of Nevada, and XxxxxXxxxx.xxx ("YOU" and "YOUR").
WHEREAS:
A. We operate a server on the internet which allows for the digital delivery,
distribution, transmission and telecommunication of information via the
internet, including, without limitation, audio information and visual
information, and which allows for the secure ordering of, and for the secure
payment for, such information and other products and services via the internet,
including, without limitation, compact discs, digital video discs, videotapes
and books; and
B. Each of the parties desires to enter into a relationship whereby you refer
persons to us via a visit by such persons to or within your web site or channel
and via our server (a "REFERRAL"), so that
(i) we may sell products or services to those persons in consideration of
you receiving a referral fee (the "REFERRAL FEE"), and
(ii) we provide you with the means for persons who visit you at your web
site or channel, seamlessly, to order products or services from us, to
receive such products or services from us via the internet or other
means and to pay us for those products or services while maintaining
the overall look and feel of your web site or channel (the "BASIC
BENEFITS");
THEREFORE, IN CONSIDERATION of the premises, representations, warranties,
covenants and agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
each party), the parties agree as follows:
1. BECOMING A LICENSEE
(a) DEFINITION OF "LICENSEE": "Licensee" means an independent contractor who
refers persons to us via a visit by such persons to or within its web site or
channel and via our server, so that we may seamlessly sell products or services
to those persons.
(b) CONDITIONS FOR ACCEPTANCE: To become a Licensee, you shall submit a complete
Licensee application via our web site. We will evaluate your application in good
faith and will notify you of your acceptance or rejection. We may reject your
application if we determine (in our sole discretion) that your web site or
channel, actual or proposed, is unsuitable. Unsuitable web sites or channels
include those that:
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(i) promote sexually explicit materials;
(ii) promote violence;
(iii) promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation or age;
(iv) promote illegal activities; or
(v) violate intellectual property rights.
(b) IF YOU ARE NOT ACCEPTED: If we do not accept your application, you are
welcome to re-apply to become a Licensee at any time.
(c) IF YOU ARE ACCEPTED: If we do accept your application, you will become a
Licensee and we agree to provide you with the Basic Benefits.
3. PAYMENT AND INVOICING
(a) FEE STRUCTURE: There are no licensing fees to you for the Basic Benefits.
However, there will be a one time set up fee of $1,500.00 USD and we reserve the
right introduce a charge and thereafter to change the charges to you in respect
of the Benefits and to change the Referral Fee rate. Any such charge or change
shall become effective within thirty (30) days of its posting on our web site.
(b) ADDITIONAL FEATURES: Notwithstanding the $1,500.00 set up fee for the Basic
Benefits, you may request that additional features, such as audio samples and
video samples, ("ADDITIONAL FEATURES") be made available to you in order to
enhance your web site or channel, and we may charge you a fee for making those
Additional Features available to you. You agree that we have no obligation to
make any Additional Features available to you.
(c) PAYMENT: If money is owned to us by virtue of any Additional Features made
available to you, you shall pay monthly in advance for such Additional Features.
You agree that failure to pay such charges is grounds for termination of all
such Additional Features.
(d) FAILURE TO PAY: We may suspend the Basic Benefits or any Additional Feature
to you under this Agreement at anytime for failure to pay, however, the
following schedule may also be followed: if your account is two (2) months past
due, the Basic Benefits or any Additional Feature may be suspended; and when
your account becomes three (3) or more months past due the Basic Benefits or any
Additional Feature may be cancelled and all data may be removed.
Licensee: Xxxxx Xxxxxxx
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4. REFERRAL FEES
(a) RATE: Subject to the limitations below, we will pay to you a Referral Fee
between Forty and Eighty percent (40%-80%) of Net Sales (the "REFERRAL RATE")
that resulted from a Referral to us by you. In this Agreement,
(i) "NET SALES" means Gross Sales minus Sales Costs and Delivery Charges
to us,
(ii) "GROSS SALES" means the money actually received by us for products
or services purchased from us by persons on the basis of a Referral
to us by you,
(iii) "SALES COST" means the cost of a product or service sold as a result
of a Referral to us by you, which shall be the sale cost listed in
our catalogue (under the "our cost" column) or in any prior notice
from us to you, and
(iv) "DELIVERY CHARGE" means any amount charged to us by a third party in
connection with our fulfillment of a Referral to us by you,
including applicable sales taxes and duties, shipping, handling,
gift wrapping and similar charges, credit card fraud, bad debts and
returned goods charges, and any fees owing, by operation of law or
otherwise, to an artists' collective society for the digital
delivery, distribution, transmission or telecommunication, in whole
or in part, of musical, artistic, dramatic or literary works or
sound recordings, cinematographic works or other subject-matter.
(b) PAYMENT RECEIVED BEFORE REFERRAL FEE PAID: Only products or services that
are sold by us, on the basis of a Referral by you, and that are provided,
shipped or digitally delivery, distributed, transmitted or telecommunicated
using our online ordering system, and for which we have actually received full
payment, will qualify for a Referral Fee.
(c) PRICES: The prices for products and services which are sold by us on the
basis of a Referral from you shall be set exclusively by Global Media Corp. If
you sell a product or service for less than its Sales Cost, then we will deduct
the corresponding proportion of the Sales Cost and all applicable Delivery
Charges from your next monthly Referral Fee payment. If there is no subsequent
payment from which to make such a deduction on the month in which it is due, we
will send you a xxxx for that amount, which xxxx must be paid immediately upon
receipt.
5. REFERRAL FEE PAYMENT
We will pay you Referral Fees on a monthly basis. Approximately thirty (30) days
following the end of each month, we will credit your bank account or issue you a
cheque for the Referral Fee earned on products or services that we provided,
shipped or digitally delivered, distributed, transmitted or telecommunicated
during that month, less any taxes that we are required by law to withhold. If
products that generated a Referral Fee are returned by the customer, we will
deduct the corresponding Referral Fee from your next monthly payment. If there
is no subsequent payment from which to make such a deduction on the month in
which it is due, we will send you a xxxx for that amount, which xxxx must be
paid immediately upon receipt.
Licensee: Xxxxx Xxxxxxx
Initial: HV
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(a) OUR POLICIES APPLY: Our rules, policies and operating procedures concerning
customer orders, customer service, product sales and product returns will apply
to Referral to us by you. We may change such rules, policies and operating
procedures at any time.
(b) We Process Orders: We will process product and service orders placed by
customers who place orders via your web site or channel. We reserve the right to
reject orders that do not comply with any requirements that we periodically may
establish. We will be responsible for all aspects of order processing and
fulfilment. Among other things, we will prepare order forms, process payments,
cancellations and returns and handle customer service. We will track sales made
to customers who purchase products or services via your web site or channel to
our web site and will send you reports summarizing this sales activity. The
form, content and frequency of the reports may vary from time to time in our
discretion.
7. CONTENT
(a) ADVERTISING: Any image which we make available to you must be displayed on
your web site or channel at no cost to us and in a place and on a web page to be
determined by us (the "PAGE"). Such image shall have a maximum size of 468 x 60
pixels. If multiple images are made available to you by us, then they shall be
displayed simultaneously by web browsers accessing the Page, or channel viewers
viewing your channel, in such a manner that some web browsers or channel
viewers, as the case may be, may display one image and others may display a
different image and the proportion of the images so displayed shall be
determined by us. Such image or parts thereof shall (at our sole discretion) be
linked to the web pages of our choice. You shall not solicit or derive revenue
in connection with the display of any image that we make available to you and
you hereby acknowledge that we have the exclusive right to solicit and receive
revenue for the display of the same.
(b) NETWORK IDENTIFICATION: You also must display the phrase "Global Media
Network" at the bottom or your homepage or channel transmission which hyperlinks
to a description of the Network on our web site. We may modify the text or
graphic image of such phrase and of such description from time to time.
(c) LIMITED LICENSE: We grant you a non-exclusive, non-transferrable, revocable
right to use the images and phrases referred to in this section, and such other
images and phrases for which we grant express permission, solely for the purpose
set out in this section. You may not modify any such image or phrase in any way
and you must comply with our usage requirements, if any. We reserve all of our
rights and interests in such images and phrases, including all trade names,
trade-marks, copyrights and other intellectual property rights. We may revoke
this license at any time by giving you written notice.
Licensee: Xxxxx Xxxxxxx
Initial: HV
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8. RESPONSIBILITY FOR YOUR SITE
(a) DEVELOPMENT, OPERATION AND MAINTENANCE: You will be solely responsible for
the development, operation and maintenance of your web site or channel, and for
all content that appears on your web site or channel. Such responsibility shall
include, but not be limited to:
(i) creating and posting or transmitting product descriptions on your web
site or channel;
(ii) the accuracy and appropriateness of content on your web site or
channel (including, among other things, all product-related content);
(iii) ensuring that content on your web site or channel does not violate or
infringe upon the rights of any third party (including copyrights,
trademarks, privacy or other personal or proprietary rights); and
(iv) ensuring that content on your web site or channel is not libellous or
otherwise illegal.
We disclaim all liability for these matters. Further, you will indemnify and
hold us harmless from all claims, damages and expenses (including reasonable
legal fees) relating to the development, operation, maintenance and content of
your web site or channel.
(b) SITE MONITORING: We have the right at any and all times to monitor your web
site or channel in order to determine if you are in compliance with the terms of
this Agreement. We shall have no obligations with respect to the content
available on your web site or channel, including, but not limited to, any duty
to review or monitor any such content. We reserve the right to discontinue the
Basic Benefits or any Additional Features if we determine (in our sole
discretion) that your web site or channel violates any of the above-stated terms
or is objectionable, offensive or otherwise violates a law or our policy.
(c) EXCLUSIVITY: At all times during the term of this Agreement, we shall be the
exclusive entity to whom a Referral is made by you and the exclusive entity who
sells, distributes or makes available products and services on, within or via
your web site or channel in respect of those products and services which we
sell. You agree that you will not (directly or indirectly) allow any other
person to sell, distribute or make available our products or services (or any
products or services which we determine, in our sole discretion, to be direct
competitors thereto) on, within or via your web site or channel, including by
way of links to other web sites or channels. The foregoing does not preclude you
from offering for sale your own products or services from your web site or
channel, provided that we determine (in our sole discretion) that such products
or services are not direct competitors to any products or services which we
sell. In the event that other products or services are added to our catalogue,
it may be a condition of you being allowed to refer to such products or services
that we be the exclusive seller of such products or services from your web site
or channel.
(d) LICENSE TO USE LICENSEE MARKS: You grant us a non-exclusive license to use
your names, titles, logos and trade-marks (collectively, the "LICENSEE MARKS")
in connection with advertising, marketing, promoting and publicizing in any
manner our rights hereunder. Notwithstanding anything herein to the contrary, we
shall not be required to advertise, market, promote or publicize your status as
a Licensee. You hereby represent and warrant that you are the
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sole and exclusive owner of the Licensee Marks and have the right and power to
grant to us the license to use same in the manner contemplated herein, and that
such grant does not or will not (i) breach, conflict with or constitute a
default under any agreement or other instrument applicable to you or binding
upon you, or (ii) infringe upon any trade-xxxx, trade name, service xxxx,
copyright or other proprietary right of any other person or entity. This license
shall terminate upon the effective date of the expiration or termination of this
Agreement.
(e) THIRD PARTY RIGHTS: Third party works, subject-matter, inventions and marks
licensed by us to Licensees may be governed by separate end-user licenses. You
agree to be bound by the terms of such end-user licenses regarding the
applicable works, subject-matter, inventions and marks.
9. RELATIONSHIP OF PARTIES
You and we are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative,
principal-agent or employment relationship between you and us. You shall have no
authority to make or accept any offers or representations on our behalf. You
shall not make any statement, whether on your web site, channel or otherwise,
that reasonably would contradict anything in this Section.
10. TERMS OF THIS AGREEMENT
The term of this Agreement will begin upon our acceptance of your Licensee
application and shall continue for the following three (3) years. This Agreement
is automatically renewable for subsequent one-year periods, unless you give
written notice of termination to us thirty (30) days prior to the renewal date.
Upon delivery of such notice of termination, we shall have the full thirty-day
period to cease the Basic Benefits and any Additional Features. We may terminate
this Agreement at any time by giving you written notice of termination. You are
only eligible to earn Referral Fees on our sales of products or services
occurring during the term, and fees earned up to the date of termination will
remain payable only if the related orders are not cancelled or returned. We may
withhold your final payment for a reasonable time to ensure that the correct
amount is paid. Upon termination of this Agreement, we shall have the right to
contact persons referred to us by you.
11. MODIFICATION OF THIS AGREEMENT
We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new
agreement on our web site. Modifications may include, for example, modification
of products or services, changes in the scope of available Referral Fees, fee
schedules and payment procedures. If any modification is unacceptable to you,
you may terminate this Agreement by giving us written notice of termination
within thirty (30) days of our posting a change notice or a new agreement on our
web site. Upon delivery of such notice of termination, we shall have thirty (30)
days to cease the Basic Benefits and any Additional Features. You continued
status as a Licensee following the thirty-day period after our posting of a
change notice or a new agreement on our web site will constitute binding
acceptance of the change.
Licensee: Xxxxx Xxxxxxx
Initial: HV
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12. GENERAL TERMS AND CONDITIONS
(a) INDEMNIFICATION: You hereby agree to indemnify, defend and hold harmless us
and our shareholders, officers, directors, employees, agents, associates,
successors and assigns from and against any and all claims, losses, liabilities,
damages or expenses (including reasonable legal fees) of any nature whatsoever
incurred or suffered by us (collectively, the "LOSSES"), in so far as such
Losses (or actions in respect thereof) arise out of or are based on (i) any
claim or threatened claim that our use of the Licensee Marks infringes on the
rights of any third party, (ii) the breach of any representation, warranty,
covenant or agreement made by you herein, or (iii) any claim related to your web
site or channel.
(b) LIMITATION OF LIABILITY: We will not be liable for indirect, special or
consequential damages (or any loss of revenue, profits or data) arising in
connection with this Agreement, even if we have been advised of the possibility
of such damages. Further, our aggregate liability arising with respect to this
Agreement will not exceed the total Referral Fees paid or payable to you under
this Agreement.
(c) DISCLAIMERS: We make no express or implied warranties or representations
with respect to the Basic Benefits or any Additional Features to you or any
products or services sold by us (including, without limitation, warranties of
fitness, merchantability, non-infringement or any implied warranties arising out
of a course of performance, dealing or trade usage). In addition, we make no
representation that the operation of your web site or channel or our web site
will be uninterrupted or error-free, and will not be liable for the consequences
of any interruptions or errors. You agree to use the Referral, the Basic
Benefits and any Additional Features at your own risk. In no event shall we be
liable for any loss of data, email or files or for any virus infection delays or
performance problems due to power outages, acts of God, telecommunications
failures, theft or destruction of property. Further, in no event shall we be
liable for any delay, failure, claim, liability, loss or damage caused, whether
directly or indirectly, by your, our or any third party's compliance with any
enactment, regulatory order or request of any government authority or agency.
(d) CONFIDENTIALITY: We may disclose to you certain information as a Licensee,
which information we consider to be confidential (herein referred to as
"CONFIDENTIAL INFORMATION"). For purposes of this Agreement, the term
"Confidential Information" shall include, but not be limited to (i) any
modifications to the terms and provisions of this Agreement made specifically
for your web site or channel and not generally available to other Licensees or
affiliates, (ii) web site, channel, business and financial information relating
to us or our Licensees or affiliates, (iii) customer and vendor lists relating
to us or our Licensees or affiliates, and (iv) our or Licensees' pricing and
sales information, and shall also include any information that we designate as
confidential during the term of this Agreement. You agree not to disclose any
Confidential Information and that such Confidential Information shall remain
strictly confidential and secret and shall not be utilized, directly or
indirectly, by you for your own business purposes or for any other purpose
except and solely to the extent that any such information is generally known or
available to the public or if same is required by law or legal process.
Notwithstanding the
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foregoing, each party is hereby authorized to deliver a copy of any such
information (i) to any person pursuant to an order issued by any court or
administrative agency, (ii) to its accountants, lawyers or other professional
advisors on a confidential basis, and (iii) otherwise as required by applicable
law. We make no warranty, expressed or implied, with respect to any Confidential
Information delivered hereunder, including implied warranties of
merchantability, fitness for a particular purpose or freedom from patent,
trade-xxxx or copyright infringements, whether arising by law, custom or
conduct, or as to the accuracy or completeness of such information and we shall
not have any liability to you or to any other person resulting from your or such
third person's use of such information.
(e) INDEPENDENT INVESTIGATION: You acknowledge that you have read this
Agreement, understand it in its entirety and agree to all of its terms and
conditions. You understand that we may at any time (directly or indirectly)
solicit customer referrals on terms that may differ from those contained in this
Agreement or operate web sites, channels or services that are similar to or
compete with your web site, channel or services. You have independently
evaluated the desirability of becoming a Licensee and are not relying on any
representation, guarantee or statement other than as set forth in this
Agreement.
(f) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between
you and us and supersedes all prior communications, representations,
understandings and agreements whether verbal or written between you and us with
respect to the subject-matter hereof.
(g) REPRESENTATIONS AND WARRANTIES: You hereby represent and warrant to us that
(i) you are free to enter into this Agreement and are not subject to any
obligation or disability which will or might interfere with your ability to
comply with any of the material terms and conditions hereof, and (ii) you have
not made, and will not make, any agreement, assignment or licence which will
conflict with or impair the complete enjoyment of the rights granted to us
herein.
(h) FURTHER ASSURANCES: You agree to take all such actions and execute all such
documents within your power as may be necessary or desirable to carry out or
implement and give full effect to the provisions and intent of this Agreement.
(i) NOTICES: All notices, requests and other communications between you and us
will be deemed to have been delivered if made in writing and either mailed by
registered mail and received within seven (7) days or actually delivered, faxed
or electronically mailed to the other party at the applicable address or fax
number provided below.
(j) ASSIGNMENT AND BENEFIT: We may assign this Agreement or any portion hereof
to any other person, corporation or organization without your consent. You may
not assign this Agreement or any portion hereof, by operation of law or
otherwise, without our prior written consent. This Agreement will enure to the
benefit of and be binding upon the parties and their respective heirs,
executors, administrators, successors and assignees, as applicable.
(k) SEVERABILITY: If any provision of this Agreement is determined at any time
by a court of competent jurisdiction to be invalid, illegal or unenforceable,
such provision or part thereof shall
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be severable from this Agreement and the remainder of this Agreement will be
construed as if such invalid, illegal or unenforceable provision or part thereof
had been deleted herefrom.
(l) NUMBER: Words importing the singular include the plural and vice versa in
this Agreement.
(m) DISPUTE SETTLEMENT: Any and all disputes, claims or controversies arising
out of or in connection with this Agreement, or in respect of any defined legal
relationship associated therewith or derived therefrom, will be referred to and
finally resolved by arbitration.
(n) GOVERNING LAW: This Agreement and all matters arising hereunder shall be
governed by and construed in accordance with the laws of British Columbia and
the laws of Canada applicable therein.
By signing in the spaces provided below, you and we accept and agree to all of
the terms and conditions of this Agreement as of the date first written above.
Per: /s/ Illegible /s/ Xxxxx Xxxxxxx
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DATE: April 20, 1999 DATE: April 20, 1999
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GLOBAL MEDIA CORP LICENSEE
83 Victoria Crescent Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx XxxxxXxxxx.xxx
Xxxxxx X0X 0X0 #000 - 0000 Xxxxxxx Xx.
xxx.xxxxxx.xxx Xxxxxxx, XX
fax 000-000-0000 Canada V5A 4H3
Phone: 000.000.0000
E-Mail: xxxxxxxxxx@xxxx.xxx
Licensee: Xxxxx Xxxxxxx
Initial: HV
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GLOBAL MEDIA NETWORK ASSOCIATE
SCHEDULE OF ADDITIONAL TERMS SCHEDULE A
Provided in the Global Media Basic Benefits will be the following products and
services:
1. Five hours of back end integration.
2. Five hours of front end web site template implementation.
3. Network Associates will be able to offer any combination of the
following products:
o books
o videos
o music (including CDs, cassettes and DVDs, when you choose music, you
automatically get all three of these products, you cannot
selectively offer just CDs)
4. Content
o entertainment news, reviews and feature articles from Billboard
o music charts from Billboard
o entertainment news, reviews and feature articles from S.W. Networks
(a subsidiary of Launch Media)
o music, video and book reviews from Muze Inc., one of the worlds
largest entertainment information services
o music and video reviews, artist and actor profiles, discography's and
filmography's from the Encyclopedia of Popular Music
o book charts and reviews from Bookreporter
o author features including interviews and biographies from a major
literary information provider (source not named for confidentiality
purposes)
o feature articles, interviews and reviews in the areas of film, music
and literature from Global Media's network of freelance writers and
in-house editorial staff
o ** GMNetwork Radio ** note: this is the only content element, which
Network Associates can currently choose whether or not to have on
their site. ALL other content elements are automatically present
o Audible music sampling provided by Muze and Liquid Audio.
**NOTE** There may be an additional charge to change, alter or
substitute content products or services.
5. Graphics
o There will be a selection complete graphical templates to choose
from.
o Network Associates will be able to choose their own background color.
o Network Associates must provide their own web ready logo in
electronic format.
o Upon request, Global Media will provide this specs for all web site
graphics including navigation buttons and bars. Network Associates
will then have the ability to provide their own graphics as per the
specs. Global Media reserves final approval on ALL graphics
(including logos) submitted by Network Associates.
Global Media Co-marketing and Sales Agreement Schedule "A"
Initial: HV
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Date: May 15, 1999
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6. Secure on-line transaction processing.
7. Sales reports.
o Global Media will offer a secure area where Network Associates will
be able to view their sales, updated daily. This feature is expected
to be available sometime in 1999.
o Global Media will provide a monthly data dump of Network Associates
customers and the information these customers have provided in the
registration process. Network Associates may only use this
information in accordance with Global Media's privacy policy.
Accessible information in the near future may include:
i. Names
ii. Addresses
iii. Postal or Zip codes
iv. Telephone numbers
v. How customer accessed your site
vi. How the customer heard about your site
vii. Age
viii. Gender
ix. ISP
x. E-mail address
xi. Time on site
xii. Server
xiii. Search words
xiv. Portal
* This information will not include credit card numbers.
8. Call center - toll free access to technical support and customer
inquiry resolution.
9. Access to personal internet marketing manager.
The Network Associate will receive commissions based on the following sliding
scale:
Monthly Sales % of Gross Margin
Under $5,000.00 40%
Over $5,000.00 45%
Over $10,000.00 50%
Over $15,000.00 55%
Over $25,000.00 60%
Global Media Co-marketing and Sales Agreement Schedule "A"
Initial: HV
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Date: May 15, 1999
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GLOBAL MEDIA ASSOCIATE SCHEDULE "D"
Promotional Commitments
1. The Network Associate reserves the rights to all advertising space within
their existing webpages.
2. Global Media reserves the rights to all advertising space within the
Network Associates storefront pages and on the broadcast media player(s).
Global Media will split the Net advertising revenue 50-50 of that
advertising space allocated to Network Associate on the Global Media
Storefront page(s) but Global Media retains 100% of the revenue from all
other advertising. Global Media also retains the right to change the
structure of how the ads are placed within the storefront pages. Global
Media agrees to provide 30 days written notice of the changes to the
Network Associate. Net advertising revenue shall be defined as the revenue
actually received by Global Media from the sale and placement of
advertisements for third parties run on the Global Media Storefront. Net
shall mean any advertising revenue less any taxes and third party
advertising fees and commissions, provided that such fees and commissions
will not exceed twenty percent (20%) of the revenue received. Revenue
attributable to or imputed from self-promotional advertisements on the
Global Media Storefront or from advertisements on third party sites
bartered for the purpose of promoting Global Media shall not be within the
meaning of Net advertising revenue.
3. Any image which we make available to you must be displayed on your web site
or channel at no cost to us and in a place and on a web page to be
determined by us (the "PAGE"). Such image shall have a maximum size of 468
x 60 pixels. If multiple images are made available to you by us, then they
shall be displayed simultaneously by web xxxxxxx accessing the Page, or
channel viewers viewing your channel, in such a manner that some web
browsers or channel viewers, as the case may be, may display one image and
others may display a different image and the proportion of the images so
displayed shall be determined by us. Such image or parts thereof shall (at
our sole discretion) be linked to the web pages of our choice. You shall
not solicit or derive revenue in connection with the display of any image
that we make available to you and you hereby acknowledge that we have the
exclusive right to solicit and receive revenue for the display of the same.
4. The Network Associate agrees to place their storefront URL on all of their
letterhead and mass distributed corporate promotional media.
5. Throughout the term of the agreement, the Network Associate shall promote
the use of their storefront site as follows:
i. Once a month from the date the Network Associates site is launched,
the Network Associate shall conduct a contest or other give-away
program reasonably designed to cause increased traffic to the
e-commerce site.
ii. Twice per month the Network Associate agrees to promote their website
via handouts, mailings, television, radio, newspapers, magazines,
billboards advertisements or targeted marketing campaign.
Initial: HV
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Date: May 15, 1999
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