Exhibit 10.8
CONFIDENTIAL
[*]: CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
00 Xxxxxxx Xxxxxx, 00xx Floor CLICK
Xxx Xxxx, XX 00000 DOUBLECLICK
212/000-0000 Fax:212/000-0000 xxx.xxxxxxxxxxx.xxx
DOUBLECLICK'S SHOPPING AND SERVICES PROGRAM
MERCHANT AGREEMENT
You, the Merchant, agree to participate in DoubleClick Inc.'s Shopping and
Services Program in accordance with the attached Terms and Conditions. You also
agree to pay DoubleClick Inc. all the fees specified on all Product Option Pages
signed by You. Both You and DoubleClick Inc. agree that this Cover Page, the
attached Terms and Conditions and all signed Product Option Pages (collectively,
the "Merchant Agreement" or "Agreement"), may be updated from time to time by
replacing or adding further signed attachments to this Merchant Agreement.
MERCHANT Xxxxxxxxxxx.xxx Contact: _______________
---------------
0000 Xxxx Xxxxxx Xxxxxx Phone: (000) 000-0000
------------------------ --------------
Xxx Xxxxx, XX 00000 Fax: _______________
------------------------
________________________ E-Mail: _______________
MERCHANT'S Travel reservation engine and services
--------------------------------------
PRODUCTS OR __________________________________________________
SERVICES __________________________________________________
MERCHANT
WEB SITE URL: xxx.xxxxxxxxxxx.xxx Description: On-line travel site
------------------------ -------------------
CUSTOM
ARRANGEMENTS:
MERCHANT AND DOUBLECLICK, INC. CONFIRM THEIR MUTUAL AGREEMENT TO THESE
ARRANGEMENTS AS OF THE EFFECTIVE DATE BY SIGNING BELOW.
DOUBLECLICK INC. MERCHANT: TRAVELSCAPE
Signature: /s/ Xxxxx Xxxxxxx Signature: /s/ Xxxx Xxxxxxx
------------------------------- -----------------------
Printed Name: Xxxxx Xxxxxxx Printed Name: Xxxx Xxxxxxx
-------------
Title: E-Commerce Director Title: CFO
--------------------
EFFECTIVE DATE 12/11/98
DOUBLECLICK'S SHOPPING AND SERVICES PROGRAM
MERCHANT AGREEMENT
PRODUCT OPTIONS PAGE
PRODUCT: Travelscape 1999 DURATION: February 1, 1999 - January 31, 2000
---------------- -----------------------------------
DOUBLECLICK'S SHOPPING AND SERVICES PROGRAM
MERCHANT AGREEMENT
PRODUCT OPTIONS PAGE
COST PER
ESTIMATED THOUSAND
PERCENTAGE OF IMPRESSIONS (CPM)
IMPRESSIONS PER QUARTER IMPRESSIONS
OPTION (%) ($)
1. SYNDICATED STORE PLACEMENT [*] [*] [*]
The Syndicated Store is a Web page listing of Merchants participating in
the DoubleClick Shopping and Services Program. This micro-site (i.e.,
mini-website consisting of a number of Web pages) is generated, hosted and
maintained on a DoubleClick server. The name and logo of the Affiliate that
provides the link to the Syndicated Store and of one or more sponsors also
appears prominently at the top of each page. A "Store Front Door GIF" is a
gif graphic on an Affiliate's web site with a textual and graphical
reference to a Merchant or a Merchant's products and with a link to the
Syndicated Store generated by DoubleClick for that Affiliate. Store Front
Door GIFs will be the links from the Affiliates' site to the Syndicated
Store. You will be a "Featured Store" which means You will receive
placement on the home page of every Syndicated Store as well as placement
within the travel subcategory of each Syndicated Store. The dimensions of
the "Featured Store" placement on the Syndicated Store's home page will be
420x20 gif. The dimensions of the "Featured Store" placement on the travel
subcategory of the Syndicate Store will be 420x60 gif.
2. CO-BRANDED JUMP PAGE (NOT APPLICABLE FOR TRAVELSCAPE) [*] [*] [*]
The Co-Branded Jump Page is a page of information, order form or other CGI
form for a Merchant's product pre agreed with DoubleClick. The page is
generated, hosted and maintained by the Merchant's server and is accessed
from Reach Buttons, Text Links, Banner Ads and the other links specified
and ordered below. The name and logo of the Affiliate that provides the
link would also appear on the page with equal prominence to the Merchant's
own name and logo. You will generate, host and maintain a Co-Branded Jump
Page for each Affiliate participating in the DoubleClick Shopping and
Services Program.
3. 120 x 60 REACH BUTTONS [*] [*] [*]
A Reach Button is a button graphic on an Affiliate's web site for a product
with a link to a Co-Branded Jump Page.
4. TEXT LINK [*] [*] [*]
A text link on an Affiliate's web site is a textual reference to a Merchant
or one of its products with a link to a Co-Branded Jump Page.
5. SERVICES BOX [*] [*] [*]
A Services Box is a box of text and/or graphics relating to one or more
Merchants and/or their products that appears on an Affiliate's web site
with a link to a jump page. Travelscape will receive a text link, comprised
of no more than 50 character (including spaces), as well as equal rotation
of the gif, divided among other Services Box tenants.
6. BANNER ADS [*] [*] [*]
A Banner Ad is an advertisement appearing on Affiliate web sites based on
the parameters set forth in an Ad for details Insertion Order agreed to
with DoubleClick. All Travelscape Banner Ads are comprised of destination
keyword inventory on travel sites within the DoubleClick Network. Banner
Ads will appear on the Travelocity and Travelweb sites when a user conducts
a search on either site for the specific keyword. The keywords are as
follows: Atlanta, Boston, Chicago, Dallas, Hawaii, Houston, Las Vegas, Los
Angeles, Miami, Nashville, New Orleans, New York, Irvine, Orlando,
Philadelphia, Phoenix, San Diego, San Xxxx, San Francisco, Seattle, Tampa
and Washington.
7. ALTA VISTA KEYWORDS [*] [*] [*]
An Alta Vista keyword is a specific search term which triggers the delivery
of a particular banner ad on the search results page on the Alta Vista Web
site at xxx.xxxxxxxxx.xxxxxxx.xxx when that search term is entered.
Keywords and parameters for their use are set forth in an Ad Insertion
Order agreed to with DoubleClick.
8. CUSTOM INTEGRATION [*] [*] [*]
Custom Integration is a set of arrangements by which a Merchant sponsors
and receives placement of its trade name, trademarks and/or logo within a
specific Affiliate site or set of Affiliate sites given the synergy between
the
Merchant's product and the Affiliate's content category. Details of any
Custom Integration agreed with Merchant appear below:
Travelon -
- Travelscape branded integration of a link to a co-branded version
of Your "Reserve Flight", "Reserve Car" and "Reserve Hotel"
functions on the navigation bar of every page of the Travelon
site.
- Links on Travelon's Specials pages.
- Branded integration of other relevant Travelscape content (for
example Travelscape's "Travel Tip of the Day") on Home Page and
other relevant pages throughout the site.
- Paragraph explaining the benefits of Travelscape with links to the
co-branded areas on Travelon's "Get Oriented/Welcome" page.
- Navigation bar or similar integration on every page of all
Travelon Network sites including XxxXxxxxxx.xxx, XxxXxxxXxxxx.xxx,
XxxxxxXxxxxx.xxx, XxxxXxxxxxxxx.xxx, and any others that are
launched during the course of the partnership.
- A special email devoted to Travelscape mailed to the Travelon
subscriber list once per quarter.
TravelWeb - Travelscape will be integrated into the "Deals" section of
TravelWeb. Travelscape will appear above the HRN offers currently shown.
Exact execution to be mutually agreed upon by Travelscape and TravelWeb.
AltaVista - Fixed position on Search and Results pages of the AltaVista
Travel Zone powered by XxxXxxx.xxx.
Travelscape badge promoting discount hotels on jump page on way to
XxxXxxx.xxx's reservation engine.
Modern Bride - Xxxxxxxxxxx.xxx will be the reservation engine of Modern
Bride with links and integration to promote its discount vacation packages,
cruises and flights. Xxxxxxxxxxx.xxx will receive:
- Rotating presence on the home page of Modern Bride via prominent
text link or badge position.
- "Honeymoon Deals" incorporated as part of the top navigation bar
throughout the site with links to relevant Xxxxxxxxxxx.xxx offers.
- "Honeymoon Finder" badge throughout the Honeymoon Planning section
of the site. Additional badges on popular areas including Wedding
Planner, Local Resources, Message Boards, and others.
- Banners promoting Xxxxxxxxxxx.xxx's "Honeymoon Finder", vacation
or airline inventory rotated throughout the site.
9. E-MAIL/ELECTRONIC NEWSLETTER PLACEMENT [*] [*] [*]
Text placement within specific Affiliate newsletters with a link leading to
a Merchant jump pager or web site.
Details of any E-Mail sponsorships agreed with Merchant appear below:
Travelon -- 100 words plus URL
Travelocity Farewatcher - 50 words plus URL
TOTALS 100% 326,794,570
Payment for Travelscape 1999 Wh
You agree to pay DoubleClick the amounts set forth below for all the
services ordered in this Product Options Page. Payments shall consist of
monthly standard fees and a percentage of Gross Sales Revenues, as set
forth below.
STANDARD FEES
Monthly Upfront Payment(s) = Q1 - $[*] per month ($[*] in
Q1); Q2 - $[*] per month ($[*] in Q2); Q3 - $[*] per
month ($[*] in Q3); Q4 - $[*] per month ($[*] in
Q4).
GROSS SALES REVENUES SHARE
Quarterly Gross Sales Revenue Share Payment = [*] of all Gross Sales
Revenues from Program Orders (defined in the Terms and Conditions) except
for Third Party Fulfilled Sales (defined below) to be paid within 30 days
of the close of each quarter. "Third Party Fulfilled Sales" means Program
Orders which relate to a published fare for a travel service where the sale
of that fare is completed by a third party and not Travelscape.
"MAKE GOODS"/OVERDELIVERY
DoubleClick has provided its best estimated for the number of impressions
that will be generated with the options selected by You on this Product
Option Page. However, DoubleClick cannot guarantee that such number of
impressions will be achieved. DoubleClick's estimate may be either too low
or too high. Differences between estimated and actual impressions will be
dealt with as follows:
a. AGGREGATE NUMBER OF IMPRESSIONS. The aggregate number of impressions per
quarter across all options will be considered. If the estimate for a
particular option has not been met, the "make goods" (defined below)
will be provided for that option, unless otherwise mutually agreed upon.
b. ".MAKE GOODS". In the event that the number of impressions achieved for
a particular option for the first quarter are below those estimated
above, then You shall receive additional impressions in the next
proceeding quarter which shall be over and above the impressions You are
already due to receive in such quarter. In the event that the number of
impressions achieved for any subsequent quarters are below those
estimated above, plus any impressions carried over from previous
quarters, then You shall receive, upon mutual agreement, either
additional impressions in the proceeding quarter(s) to make good the
shortfall or a rebate for the shortfall. If You and DoubleClick choose
to rebate the "make goods" following the end of a quarter, the rebate
shall be the number of "make goods" owed to Your for a particular
quarter multiplied by the cpm price for the quarter during which the
shortfall occurred. In the event that "make goods" are still owned at
the end of the last quarter of this Product Options Page, the "make
goods" will be either rebated to You, as calculated above, or this
Product Options Page may be extended by one quarter so that the make
goods will be provided to the greatest extent possible in such quarter.
c. OVER DELIVERY. If DoubleClick provides impressions that exceed the
estimates set forth above there shall be no additional charge to You.
However, in the event that over delivery for a particular Option in a
quarter exceeds the number of estimated impressions for that option by
10% or more. DoubleClick reserves the right to deliver
EXCLUSIVITY
For the duration of this Product Options Page, DoubleClick will not
provide the options listed below in DoubleClick's Shopping and Services
Program for businesses whose primary service is providing multi-chain
hotel reservation booking engines:
- Syndicated Store Placement
- Services Box
- Banner Ads
- Custom Integration - Travelon
- Custom Integration - Modern Bride
- E-Mail/Electronic Newsletter Placement
DOUBLECLICK INC. MERCHANT: TRAVELSCAPE
Signature: /s/ Xxxxx Xxxxxxx Signature: /s/ Xxxx Xxxxxxx
-----------------
Printed Name: Xxxxx Xxxxxxx Printed Name: Xxxx Xxxxxxx
--------------
Title: E-Commerce Director Title: CEO
---------------------
Date: December 11, 1998
----------------------
DOUBLECLICK'S SHOPPING AND SERVICES PROGRAM
MERCHANT AGREEMENT
TERMS AND CONDITIONS
(NOT to be revised; mutually acceptable custom arrangements may be added in the
box provided on the Cover Page)
1. AGREEMENT DoubleClick Inc. ("DoubleClick") and You,
the Merchant, hereby enter into the
agreement set forth in these Terms and
Conditions and in the Cover Page and all
signed Product Option Pages (collectively,
this "Merchant Agreement" or "Agreement"),
as of the Effective Date (set forth on the
Cover Page). All capitalized terms not
otherwise defined in these Terms and
Conditions shall have the meanings defined
on the Cover Page or on the Product Options
Pages.
2. DOUBLECLICK The DoubleClick Shopping and Services
NETWORK SHOPPING AND Program is a dynamic of affiliated web sites
SERVICES PROGRAM that makes available opportunities for
product placement, promotion and online
commerce. For purposes of this Agreement,
"Affiliates" are web site proprietors who
have expressly agreed with DoubleClick to
participate in the DoubleClick Shopping and
Services Program as "Affiliates" and to make
available for others DoubleClick defined
product placement, promotion and online
commerce opportunities. "Merchants", like
Yourself, are participants in the
DoubleClick Shopping and Services Program
that desire to use for themselves certain
product placement, promotion and online
commerce opportunities made available
through the DoubleClick Shopping and
Services Program.
3. SHOPPING AND You agree to comply with DoubleClick's
SERVICES PROGRAM policies and requirements for Merchants'
PARTICIPATION participation in DoubleClick's Shopping an
Services Program, as may be posted from time
to time on DoubleClick's web site or as
otherwise notified to You. You agree that
because of the dynamic nature of electronic
commerce over the Internet, it is necessary
for DoubleClick's Shopping and Services
Program, the policies and requirements for
Merchants' participation and the product
placement and promotional opportunities made
available, to remain flexible in order to
adjust to changing market conditions. Your
DoubleClick account representative will be
available to discuss any questions You may
have in relation to any such changes. You
further agree to participate in
DoubleClick's Shopping and Services Program
for a minimum of six (6) months.
4. YOUR You are solely responsible for merchandising
RESPONSIBILITIES Your products or services, including
selection of appropriate links, banner ads,
promotions, keywords and other options. You
will supply to DoubleClick, via email or
other mutually convenient methods, all
banner ads and other advertisements,
graphics and data to be used in
DoubleClick's Shopping and Services Program
on Your behalf. You must maintain the online
commerce functionality of Your web site,
including the ability to take and process
orders online, receive secure credit card
information and fulfill orders placed by
customers.
You will be solely responsible for all
dealings with customers for Your products
and services, including order processing,
payment authorization, fulfillment, customer
service and collections. You will obtain all
necessary prior rights, licenses, consents,
waivers and permissions, from advertisers,
web site operators and others, to allow
DoubleClick and Affiliates to store, use and
deliver advertisements and other data
provided on Your behalf, and You agree to
comply with any further requirements of the
ad insertion orders agreed to with
DoubleClick. You agree that Your
advertisements and other promotional and
marketing activities, as part of the
DoubleClick Shopping and Services Program,
including Your web site, shall not be
deceptive, misleading, illegal or unethical.
You further represent
that You have read, and will conform to,
DoubleClick's statement on privacy that can
be found on the DoubleClick web site, and
which may be updated from time to time.
Merchants must offer competitive
products/services taking into account market
conditions. Merchants are encouraged to make
reasonable efforts to offer
products/services meeting one or more of the
following standards:
Prices at or below the stated price
on the Merchant Web Site
Offer a free shopping option
Include a value added benefit or
free gift (worth a minimum of $10)
Include a free trial period with a
value of not less than 15% of Web
Site price and/or buy one get one
free, where buy price is not higher
than the Merchant Web Site price
Include incentive points
(Netcentives, Click Rewards, etc.)
5. DOUBLECLICK'S DoubleClick has no responsibility for
RESPONSIBILITIES merchandising Your products or services, for
collecting any payments due from or
otherwise dealing with Your customers, or
for resolving any disputes. DoubleClick's
sole obligations are to (a) provide product
promotion and online commerce opportunities
to You through the operation of the
DoubleClick Shopping and Services Program
and (b) to host and maintain the Syndicated
Store.
DoubleClick will track all orders and order
forms completed by customers who come to
jump pages or Your web site, via the links
established from web sites or web pages
maintained or operated by Affiliates or
DoubleClick, within 24 hours of using such
links (each a "Program Order"). All links to
jump pages or Your web site from web sites
or web pages maintained or operated by
Affiliates or DoubleClick shall conform to
the requirements specified on the
DoubleClick web site from time to time.
DoubleClick will report all Program Orders
to You in monthly reports to be delivered to
You within three (3) business days after the
end of the applicable month. All such
reports shall specify the number of Program
Orders, the Gross Sales Revenues (defined
below) from such orders, and our calculation
of the percentage of Gross Revenues due to
DoubleClick for such Program Orders.
6. LICENSE TO USE DoubleClick grants to you the non-exclusive
DOUBLECLICK and non-transferable right to use the
AFFILIATE PROGRAM trademarks, service marks, tradenames,
MATERIALS logos and other graphics provided to You
(collectively, "Program Materials") solely
in connection with Your participation in the
DoubleClick Shopping and Services Program as
a Merchant. You may not modify the Program
Materials in any way and You agree to
promptly change any incorrect usage of
Program Materials if You are notified by
DoubleClick or an Affiliate. DoubleClick and
the Affiliates reserve all other rights they
have in the Program Materials.
7. AD MANAGE You will be required to use DoubleClick's
(DFA) proprietary Ad Manage (DFA) software
technology in order to receive certain
Merchant options and related reports from
DoubleClick. Accordingly, DoubleClick grants
to You the non-exclusive and
non-transferable right to access and use Ad
Manage, which You can access and use only on
DoubleClick's web servers by using a unique
password issued by DoubleClick, and only for
the purposes of: (i) performing projections
of ad banner impression inventories that
might be available through the DoubleClick
Shopping and Services Program; and (ii)
receiving reports of ad banner impressions,
click-throughs and other data related to
operation of the DoubleClick Shopping and
Services Program. You shall use Ad Manage
only in accordance with reference manuals to
be supplied by DoubleClick and only in
accordance with DoubleClick's standard
security procedures, as posted, from time to
time, on the DoubleClick Web site or
otherwise notified to You. DoubleClick
further grants to You the right to use all
data provided by Ad Manage, for any
legitimate purpose related to Your business
and Web site operators, but DoubleClick
reserves all other rights to data provided
to or by Ad Manage or otherwise as part of
DoubleClick Shopping and Services Program in
aggregation with similar data collected by
DoubleClick on behalf of its other
customers. No rights are being granted by
DoubleClick except to those specifically set
forth in this Agreement.
8. FEES You shall pay DoubleClick the fees set forth
on the applicable Product Options Page. The
fees may include an upfront fee, standard
quarterly fees and a percentage of Gross
Sales Revenues. The standard fee is a
recurring, non-refundable, non-creditable
fee, with the exception of make good
provisions, payable at the start of each
month this Agreement is in effect (as
specified in the applicable Product Options
Page). The percentage of Gross Sales
Revenues is a non-refundable, non-creditable
performance based fee payable at the end of
each quarter this Agreement is in effect.
You agree to pay DoubleClick the specified
percentage of Your Gross Sales Revenues in
return for the Program Orders You receive.
The first standard monthly fee is due thirty
days prior to the start date. All subsequent
standard monthly fees for the coming month
are to be paid at least fifteen (15) days
prior to the start of the month. The
percentage of Gross Sales Revenues for the
past quarter are due within thirty (30) days
of the commencement of each subsequent
quarter. For purposes of this Agreement
"Gross Sales Revenues" shall mean the gross
invoice price or value of all Program
Orders. Late payments will be subject to
late fees at the rate of 1.5% per month to
cover DoubleClick's costs of collections as
well as interest, or, if lower, the maximum
rate allowed by law.
9. TERM Subject to the termination rights provided
in these Terms and Conditions, this
Agreement shall continue in effect until the
expiration of the last to expire of any
Product Options Pages.
10. TERMINATION This Agreement may not be terminated by
either party for six (6) months following
the start of the Duration of this Agreement;
except for material breaches by the other
party. If either party should materially
breach this contract during the initial six
(6) month period, the non-breaching party
may give the breaching party written notice
of the breach and thirty (30) days in which
to cure. If the breaching party fails to
cure the breach within such thirty day
period, this Agreement shall terminate on
the expiration of the thirty day notice
period. Following the initial six (6) month
period, either party may terminate this
Agreement, with or without cause, by
providing sixty (60) days prior written
notice to the other Party.
11. RESERVATION OF DoubleClick is the exclusive owner of the
RIGHTS DoubleClick Shopping and Services Program,
the DOUBLECLICK and DART trademarks, and the
aggregated form of any data provided by You
and other participants in the course of
participating in the DoubleClick Shopping
and Services Program. DoubleClick and its
licensors are the exclusive owners of the
Program Materials and any software and web
based materials that are developed, provided
or operated by DoubleClick as part of the
DoubleClick Shopping and Services Program,
and all proprietary rights therein.
DoubleClick and its licensors reserve all
rights not expressly granted in this
Agreement.
12. INDEMNIFICATION You agree to indemnify and hold DoubleClick,
and Affiliates, harmless from and against
any and all claims, actions, losses,
damages, liability, costs and expenses
(including, without limitation, reasonable
attorneys' fees and disbursements incurred
by DoubleClick in any action between You and
DoubleClick, or between DoubleClick and any
third party or otherwise) arising out of or
in connection with (i) the breach of any
representation, warranty or agreement made
by You hereunder, (ii) any infringement of
any patent, copyright, trademark or other
third party right by You, Your web site or
any data or materials provided by You to
DoubleClick or to any other participant in
the DoubleClick Shopping and Services
Program, (iii) Your operation of jump pages
and/or Your site, (iv) any Program Orders,
or products or services You provide, or (v)
Your participation in the DoubleClick
Shopping and Services Program.
13. WARRANTY DOUBLECLICK MAKES NO WARRANTIES OF ANY KIND
DISCLAIMER TO ANY PERSON WITH RESPECT TO OR ON BEHALF
OF THE DOUBLECLICK SHOPPING AND SERVICES
PROGRAM, THE PARTICIPANTS IN SUCH PROGRAM
AND THEIR WEB SITES, THE WEB SITES OF ANY
OTHER THIRD PARTY, YOUR PARTICIPATION IN THE
DOUBLECLICK SHOPPING AND SERVICES PROGRAM,
OR ANY DATA SUPPLIED, WHETHER EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
14. LIMITATION AND DOUBLECLICK SHALL NOT BE LIABLE TO YOU OR
EXCLUSION OF ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE
LIABILITY OR EXPENSE INCURRED IN CONNECTION WITH
OPERATION OF THE DOUBLECLICK SHOPPING AND
SERVICES PROGRAM OR THE OTHER PARTICIPANTS
AND THEIR WEB SITES, THE WEB SITES OF ANY
OTHER THIRD PARTY, YOUR PARTICIPATION IN THE
SHOPPING AND SERVICES PROGRAM, OR ANY DATA
PROVIDED, INCLUDING, WITHOUT LIMITATION, FOR
ANY UNAVAILABILITY OR INOPERABILITY OF THE
INTERNET, TECHNICAL MALFUNCTION, COMPUTER
ERROR, CORRUPTION OR LOSS OF DATA, OR FOR
LOSS OF PROFITS, LOSS OF BUSINESS
OPPORTUNITY OR OTHER INJURY, DAMAGE OR
DISRUPTION OF ANY KIND. IN NO EVENT SHALL
DOUBLECLICK BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES EVEN IF SUCH DAMAGES ARE
FORESEEABLE AND WHETHER OR NOT DOUBLECLICK
HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
DOUBLECLICK'S MAXIMUM AGGREGATE LIABILITY
SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY
YOU TO DOUBLECLICK UNDER THE APPLICABLE
PRODUCT OPTIONS PAGE THAT COVERS THE
SERVICES THAT GAVE RISE TO THE LIABILITY.
15. CONFIDENTIALITY The terms of this Agreement and information
You will receive from DoubleClick about the
DoubleClick Shopping and Services Program,
Affiliates and other matters is proprietary
and confidential information of DoubleClick
("DoubleClick Confidential Information").
You agree that for the duration of this
Agreement and two (2) years thereafter, You
will not disclose the DoubleClick
Confidential Information to any third party,
nor use the DoubleClick Confidential
Information for any purpose not permitted
under this Agreement.
16. INDEPENDENT Each party shall be and act as an
CONTRACTOR STATUS independent contractor and not as partner,
joint venturer or agent of the other.
17. MODIFICATIONS This Agreement represents the entire
AND WAIVERS understanding between DoubleClick and You,
and supersedes all prior agreements and
cannot be modified except by a written
document signed by both parties
18. ASSIGNMENT This Agreement and the rights hereunder are
not transferable or assignable without prior
written consent of the non-assigning party;
provided, however, that this Agreement may
be assigned by DoubleClick (a) to a person
or entity who acquires substantially all of
DoubleClick's assets, stock or business by
sale, merger or otherwise and (b) to an
affiliate of DoubleClick.
19. APPLICABLE LAW This Agreement shall be governed by New York
law and the jurisdiction and venue for all
disputes hereunder shall be New York City.
In the event that any provisions of this
Agreement shall be held unenforceable, such
provisions shall be limited or eliminated to
the minimum extent necessary.
