September 28, 1999
Exhibit 10.24
To: ▇▇▇ ▇▇▇▇▇▇
Vice President, Finance
Excite, Inc.
Dear ▇▇▇,
As you know, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ and I have been working for some
time to amend our existing agreement. ▇▇▇▇▇▇▇▇ asked me to send this letter to
you for your review and signature.
This letter sets forth the terms upon which we have agreed to amend the Restated
and Amended Excite/Preview Travel Travel Channel Agreement dated as of March 12,
1998 (the "Amended Agreement"). Our agreements shall be incorporated in a new
Agreement that shall be consistent with the terms herein.
The agreements set forth in this letter shall be effective upon signing. This
signed letter agreement shall permit us to dedicate the resources required to
implement the new changes to the service as set forth herein.
Preview Travel, Inc.("Preview") and Excite, Inc. ("Excite") agree as follows:
A. URL and Traffic Reports
-----------------------
1. The URL of the co-branded sites shall be changed to
▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇.
2. Excite shall receive reach and page view credit for all pages on this
domain. Excite shall work with Media Metrix (or like party) to create a
special report for Preview to recognize those pages.
3. Preview shall supply monthly traffic reports to Excite for co-branded page
views (at an aggregate level) and include an Excite "ping" within each co-
branded page for tracking purposes. Preview shall supply Excite a URL for
online access to reports for Excite. The reports shall include transactions
by day.
B. Integration into Excite technology and services
-----------------------------------------------
1. Preview Travel and Excite shall work together to integrate/implement
Excite's Universal Registration System according to Excite's specifications
to reduce barriers to registration and use. [Confidential treatment
requested].
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2. Preview and Excite shall work together to integrate Preview's reservations
services across the Excite site so as to better take advantage of
channelized search, Excite's destination guides, personal pages, chat,
clubs, home pages, instant messaging and other Excite features and to
provide a more seamless Excite user experience. [Confidential treatment
requested].
C. Co-Branding
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1. The Co-branded site (excluding the booking engine) shall incorporate the
Excite "look and feel" and include Excite navigation, consistent with
Excite's current co-branded guidelines. Preview Travel shall work with
Excite to co-brand the booking engine to incorporate Excite's co-branded
guidelines where reasonable and practicable. Preview Travel's branding and
navigation shall be similar in size and prominence relative to Excite
branding and navigation. Both parties shall work together to come up with a
plan to increase the number of Excite hosted booking engine modules (e.g.
"Book a Flight" main page, query form for airport and dates) consistent with
Excite's co-branding guidelines which shall be attached to the new Amended
Agreement.
D. Best of Breed
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1. Preview shall ensure that all Co-Branded Pages taken as a whole shall be at
least comparable to other similar sources of similar topical content and/or
functionality available on the Internet in terms of the following factors,
taken as a whole: (i) breadth and depth of content, (ii) tools and
functionality (iii) personalization and (iv) quality of user interface and
ease of use.
2. Preview shall ensure that the Co-Branded Booking Engine taken as a whole
shall be at least comparable to any other booking engine available on the
Internet in terms of the following factors, taken as a whole: (i) breadth
and depth of listings, (ii) functionality (iii) accuracy of information (iv)
speed of service and (v) quality of user interface and ease of use.
3. Should Preview Travel and Excite disagree regarding the requirements of
sections D.1 and D.2 above, the parties agree that a neutral third party,
acceptable to both parties, may be called upon evaluate the dispute. The
third party shall be tasked to deliver a written recommendation within 15
days. In the event that the neutral third party determines that Preview has
failed to meet these quality criteria, Preview shall have 10 business days
to deliver a plan to Excite on how they shall cure the problem. Preview
shall implement the solution within 60 days thereafter or a mutually agreed
upon schedule. In the event that Preview fails to cure the quality issue
within the agreed upon timeframe and it is not working in good faith to
execute the stated plan, Excite may terminate Preview's exclusivity with
respect to that portion of the content only upon written notice and enter
into other non-exclusive arrangements for the acquisition of similar content
and/or functionality.
E. Impressions
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1. Impression guarantee remains as per Amended Agreement. [Confidential
treatment requested]. Only branded links above the fold shall count toward
the guarantee.
2. The Excite Network includes ▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇
and other co-branded sites resulting from distribution partners signed by
Excite, or mergers or acquisitions (assuming there are no pre-existing
exclusions and then only until such exclusions expire). The Excite Network
does not include broadband or subscription services.
F. Product Offering on Excite
--------------------------
1. The following Preview Travel areas shall be co-branded and integrated on an
exclusive basis into the Excite Network: Air, Car, Hotel Reservations,
Farefinder, Newswire, RealDeals and Carfinder. Preview shall retain the
ability to link to other co-branded areas of its site, including without
limitation, Preview's Currency Converter and Vacations and Cruises. Preview
shall not specifically promote, from the Co-branded areas, functionality
that is substantially similar to that offered on Excite (e.g. weather,
destination guide) unless the parties agree that such linking shall be
permitted.
2. Excite shall feature Preview's Vacations and Cruises as per co-branded Mock-
ups which shall be attached to the new Amended Agreement. Preview Travel
shall not be the exclusive provider of content in this category, but shall
be featured in the Excite Travel Channel.
G. Advertising Selling and Promotions
----------------------------------
1. Excite shall promote Preview Travel Destination Guide content on Excite in
the Excite web directories, dependent on the approval of Excite's editorial
team. Preview may use banners and sponsorship placements included in the
impression guarantee to promote the Preview Travel Destination Guides in at
least the first or second sponsorship box or the left or right marquee
position throughout the Travel Channel as well as via its advertising
banners. These placements shall count against the impression guarantees. The
services linked to through these banners and sponsorship placements shall
not be Co-branded.
2. At least fifty percent (50%) of the Preview Travel advertising banners will
link to Co-Branded Areas.
3. Up to fifty percent (50%) of Preview Travel's advertising banners may go
directly to ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ services, however Preview may not provide
direct links to Preview's non-co-branded reservations page.
4. Effective as of the date of letter, Preview shall sell, serve and retain
100% of the advertising revenue from all Co-branded Preview pages.
5. Excite shall provide reporting to Preview as per the Amended Agreement.
▇. ▇▇▇▇ and Payments
-----------------
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1. [Confidential treatment requested].
2. The term of the Agreement remains five years as per the Amended Agreement
and shall run through September 30, 2002. Payment for Years 3, 4, and 5
shall be reduced from $6 million per year to $4 million per year.
3. The impressions guarantee will remain as per the Amended Agreement
[Confidential treatment requested].
I. Exclusivities
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1. Exclusivities shall remain unchanged as set forth in the Amended Agreement
except as set forth herein. [Confidential treatment requested]. At its sole
discretion, Preview may change the competitor list on a quarterly basis
assuming Excite holds no pre-existing obligations to such competitor.
2. Preview has the right to terminate the contract after the fourth year for
any reason based on notice requirement to be included in formal amendment.
[Confidential treatment requested].
J. Usage Data
----------
1. [Confidential treatment requested].
2. Preview and Excite shall set up an expeditious process for Excite to approve
co-branded newsletters to Excite users. The approval process does not apply
to emails sent by Preview regarding Excite user booking information.
Effective as of: September 28, 1999
Preview Travel, Inc. Excite, Inc.
By: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VP, Business Development Title: VP, Finance
Date: 9/30/99 Date: 9/30/99
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