QUINSTREET MERCHANT AGREEMENT
Exhibit 10.15
[ * ] =
Certain confidential information contained in this document, marked
by brackets, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
QUINSTREET MERCHANT AGREEMENT
| Merchant: | QuinStreet: | |||||
| Contact: [ * ] | Contact: Xxxxx Xxxxxxx | |||||
| Title: | Title: Director, Business Development | |||||
| Phone: [ * ] | Phone: 000-000-0000 | |||||
| Fax: | Fax: 000-000-0000 | |||||
Address:
|
One Tower Lane | Address: | 0000 Xx Xxxxxx Xxxx | |||
| Xxxxxxxx Xxxxxxx, XX 00000 | Xxxxxxx Xxxx, XX 00000 | |||||
QuinStreet, Inc. (“QuinStreet”) and DeVry, Inc. (“Merchant”) hereby agree as follows:
Objective; The objective of this agreement (the “Agreement”) is to extend the reach of Merchant
via a network of partner and member web sites, email marketers, newsletter marketers and other
appropriate marketing partners (hereby referred to as “QuinStreet Partners”) that will promote
Merchant and drive traffic to Merchant’s web site hosted by QuinStreet.
Term: The term of this Agreement will commence on the Effective Date (“Effective Date”) set forth
below and will continue for 1 year after the Activation Date (as defined below). QuinStreet will
provide information regarding Merchant’s products and/or services to QuinStreet Partners within 90
days after the Effective Date (“Activation Date”), provided Merchant complies with paragraph 2
below. The term of this Agreement will automatically renew for up to three successive one-year
terms unless terminated by either party in accordance with this Agreement. Either party may
terminate this Agreement in the event that the other party materially breaches any obligation
hereunder and fails to cure such breach within thirty (30) days after notice thereof from the
non-breaching party. Either party may also terminate this Agreement after a test period of [ * ]
days from the Activation Date by providing the other party with at least thirty (30) days prior
written notice. Should noticed not be given by either party by the end of the test period, it is
assumed the agreement will continue for the entire term. Either party may also terminate this
Agreement at any time after the first anniversary date of the Activation Date by providing the
other party with at least ninety (30) days prior written notice. The following paragraphs will
survive termination or expiration of this Agreement: 1 (re limitations on approaching parties with
pre-existing relationships), 5, 7, 9, 10, 11 and 13.
Components:
1. QuinStreet will identify and recruit a network of QuinStreet Partners to promote Merchant’s
products and/or services. Merchant will assist in this process by specifying demographics of DeVry
target audience. QuinStreet maintains full control over which QuinStreet Partners it chooses to
recruit except that QuinStreet will observe mutually agreed upon guidelines for exclusion of
certain QuinStreet Partners (such as those exhibiting any disagreeable content in Merchant’s
discretion). QuinStreet will exclude such parties from participating in Merchant promotion.
QuinStreet will not approach companies or individuals for the purpose of becoming QuinStreet
Partners in the network promoting Merchant’s products and/or services who, as of the Effective
Date, have pre-existing relationships with Merchant of which Merchant notifies QuinStreet.
Merchant agrees it will not approach QuinStreet Partners who have pre-existing relationships or
contacts with QuinStreet during this contract [ * ] for the purpose of promoting Merchant’s
products and/or services on the Internet.
2. QuinStreet will develop marketing creative concerning the products and/or services (“Creative”)
to be
placed in QuinStreet Partners’ communications and web sites in accordance with the procedures
below, Quinstreet will also develop a dedicated web site to capture qualified leads for Merchant.
QuinStreet will keep the overall look and feel of the brand consistent with Merchant’s existing
on-line and off-line presence, including without limitation Merchant’s branding elements as
licensed to QuinStreet in accordance with this Agreement, and will not deviate from Merchant’s
guidelines with respect to content, offer and promotion. There is no extra cost for those
developments separate from the lead commission mentioned in Component 5.
Merchant will provide to QuinStreet within seven days after the Effective Date information
regarding Its products and/or services for use by QuinStreet in developing Creative. This
information will include specifications, descriptions, special promotions, logos, claims,
creative, and any other appropriate marketing content (“Content”). QuinStreet will seek approval
from Merchant to deviate from any written creative guidelines Merchant may choose to provide
QuinStreet or to in any way otherwise materially deviate from Merchant’s creative or brand
heritage. Merchant will approve or reject in writing the Creative within two days after
acknowledging receipt of notice that it is available for review except that if Merchant does not
respond within two days, Creative will be deemed approved, If Merchant rejects any Creative
QuinStreet will not use such Creative in connection with a Merchant offering but the Merchant must
provide QuinStreet detailed revisions as well as steps needed for approval. QuinStreet will revise
and submit the revised Creative to Merchant within seven days after receiving Merchant’s notice of
rejection. If, during the term of this Agreement, Merchant desires to discontinue or change the
Content included in approved Creative, Merchant will provide at least 30 days written notice to
QuinStreet. The parties then will mutually agree upon changes that will be subject to the delivery
and acceptance timelines and procedures of this paragraph 2, except that QuinStreet will have 30
days to develop and deliver replacement Creative after receiving all revised Content from
Merchant.
3. Merchant grants QuinStreet a non-exclusive, non-transferable license to reproduce, display, and
make derivative works of the Content solely for the purposes specified in this Agreement. Merchant
grants QuinStreet a non-exclusive, non-transferable license to reproduce and display In an approved
manner Merchant’s trademarks, service marks and logos (collectively “Trademarks”) solely for the
purposes specified in this Agreement. Such licenses will terminate automatically upon the date of
expiration or termination of this Agreement. In addition, Merchant may terminate the Trademark
license if, in its reasonable discretion, QuinStreet’s use of the Trademarks tarnishes, blurs, or
dilutes the quality associated with the Trademarks or the associated goodwill and such problem Is
not cured within 10 day of notice of breach; alternatively, instead of terminating the license in
total, Merchant may specify that certain QuinStreet uses may not contain the Trademarks.
4. The parties will mutually agree upon the number and type of promotions Merchant offers to
consumers through QuinStreet Partners, including, but not limited to, price promotions, premiums
and introductory offers.
5. Merchant will pay QuinStreet a commission of [ * ] per qualified lead generated by QuinStreet
Visitors during the term of this Agreement. Merchant will pay for a maximum of [ * ] leads in each
of the first two (2) months following the activation date, [ * ] leads in months three (3) and four
(4) following the activation date and [ * ] leads in each month for the remainder of the agreement
but may raise that amount at any time during the agreement. QuinStreet will invoice Merchant at the
end of each month for all commissions earned in that month. Invoices are due upon receipt. Any
payment not received within thirty (30) days after the invoice date will accrue interest a rate of
one and one-half percent (11/2 %) per month, or the highest rate allowed by applicable law, whichever
is lower. If Merchant is delinquent in its payments, QuinStreet may, upon written notice to
Merchant require an advance deposit for services or require other assurances to secure Merchant
payment obligations.
[ * ] = Certain confidential information contained in
this document, marked by brackets, has been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 406 of the Securities
Act of 1933, as amended.
6. Within 15 days following the end of each calendar month, Merchant will send QuinStreet [ * ] for
the qualified leads generated by QuinStreet. The [ * ] will include each specific qualified lead,
the date it was delivered to Merchant, and the twenty digit click key value, a unique identifier of
Merchant’s leads, (“Click Key Value,”) that was originally matched with the qualified lead.
Merchant will also provide any other [ * ] as are mutually agreed between Merchant and XxxxXxxxxx
0. XxxxXxxxxx owns all QuinStreet technology and its on-line marketing relationships with its
QuinStreet Partners used in generating leads and/or sales for Merchant, This agreement does not
grant or convey to Merchant any ownership interest or rights in QuinStreet’s business method, or
proprietary information.
8. QuinStreet will provide customer support to QuinStreet Partners. Merchant will provide all
customer support to its consumers including all QuinStreet Visitors.
9. Each party will maintain in confidence all Confidential Information disclosed by the other
party. Confidential Information means the terms of this agreement and technical, marketing,
financial, employee, planning, and other confidential or proprietary information. The obligations
of the recipient of confidential information under this paragraph 9 will terminate if such
information: (a) was already lawfully known to the recipient at the time of disclosure by the other
party; (b) Is disclosed to the recipient by a third party who had the right to make such disclosure
without any confidentiality restrictions; (c) is, or through no fault of the recipient has become,
generally available to the public; or (d) is independently developed by the recipient without
access to or use of the other party’s Confidential Information. In addition, the recipient will be
allowed to disclose Confidential Information of the other party to the extent that such disclosure
is (i) approved in writing by the other party, (ii) necessary for the recipient to enforce its
rights under this Agreement, or (iii) required by law or by the order of a court or similar
judicial or administrative body, provided that the recipient notifies the other party of such
required disclosure promptly and in writing and cooperates with the other party, at the other
party’s request and expense, in any lawful action to contest or limit the scope of such required
disclosure.
10. In no event will either party be liable for any consequential, indirect, exemplary, special, or
incidental damages, including any lost profits, arising from or relating to this Agreement. Each
party’s total cumulative liability in connection with this Agreement, except for amounts owed under
paragraphs 6, 11, or 13 whether in contract or in tort or otherwise, will not exceed the amount of
fees owed to QuinStreet by Merchant under this Agreement in the previous [ * ].
11. Merchant warrants that it owns all intellectual property rights in the Content and the
Trademarks or has all rights needed to grant the licenses in paragraph 3. Both Merchant and
QuinStreet mutually agree to defend, indemnify, and hold harmless the other party to the Agreement
(QuinStreet or Merchant) from and against any suits, losses, damages, liabilities, costs, and
expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating
to a breach of the foregoing warranty, QuinStreet warrants that it will perform all services in a
professional and workmanlike manner. Except for the foregoing warranty, QuinStreet provides the
services performed hereunder “AS IS” and without any warranty of any kind. QuinStreet’s sole and
exclusive obligation for breach of the foregoing warranty, and Merchant’s sole and exclusive
remedy, is the reperformance of the services by QuinStreet.
12. This Agreement will be governed by the laws of the State of California as such laws apply to
contracts between California residents performed entirely within California. Neither Merchant nor
QuinStreet may assign or transfer, by operation of law or otherwise, any of its rights or delegate
any of its duties under this Agreement to any third party without the prior written consent of the
other party to the Agreement (Merchant or QuinStreet). Any attempted assignment, transfer, or
delegation in violation of the foregoing will be void. Any delay in the performance of any duties
or obligations of either party (except the payment of money owed) will not be considered a breach
of this Agreement if such delay is caused by a labor
[ * ] = Certain confidential information contained in
this document, marked by brackets, has been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 406 of the Securities
Act of 1933, as amended.
dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of
such party, provided that such party uses reasonable efforts, under the circumstances, to notify
the other party of the circumstances causing the delay and to resume performance as soon as
possible. The parties’ relationship is one of independent contractors, and neither party is an
agent or partner of the other. This Agreement constitutes the entire agreement between the parties
regarding the subject hereof and supersedes all prior or contemporaneous agreements,
understandings, and communication, whether written or oral. This Agreement may be amended only by a
written document signed by both parties.
The parties have entered into this Agreement as of the Effective Date: 10/03/01
| QuinStreet, Inc. | Merchant | |||||||||
By:
|
/s/ Xxxxxxx Xxxxx | By: | [ * ] | |||||||
| Printed Name: Xxxxxxx Xxxxx | Printed Name: [ * ] | |||||||||
| Title: SVP | Title: [ * ] | |||||||||
[ * ] = Certain confidential information contained in
this document, marked by brackets, has been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 406 of the Securities
Act of 1933, as amended.
