WEB SITE DEVELOPMENT SERVICE AGREEMENT
THIS WEB SITE DEVELOPMENT SERVICE AGREEMENT, dated as of
February 4, 1998 is made by and between iParty LLC ("iParty"), a Delaware
limited liability company with an address of 0000 Xxxxxx xx Xxxxxxxx, Xxx
Xxxx, XX 00000 and iVillage, Inc.("Service Provider"), which has an address of
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
Terms and Conditions
1. iParty hereby engages Service Provider, and Service Provider agrees
to provide to iParty, full services (the "Services") to develop,
design, build, operate, and maintain iParty's Internet web site (the
"Web Site").
2. This Agreement shall commence on the date hereof and remain in effect
until the earlier of (i) twelve (12) months from the launch of the
Web Site and (ii) April 15, 1999.
3. Payment for the Services shall be $358,000, payable quarterly as
follows: $89,500 due upon the execution of this Agreement, $89,500
due three months from the date hereof, $89,500 due six months from
the date hereof, and the remainder due nine months from the date
hereof. Each of such quarterly payments shall be for the three months
following the payment. If this Agreement is terminated prior to
completion for any reason whatsoever, iParty will have no obligation
to make any additional payments which would become due after the date
of termination.
4. Service Provider will perform and provide the following services
during the design, development, and building phase of the Web Site:
(a) Initial Site Specification. Overall treatment and discovery of
the Web Site's goals and concepts and development of
implementation framework.
(b) Initial Hosting Specification. Bandwidth and traffic analysis
to meet reasonable hardware and network requirements.
(c) Site Map. Graphical definition of site architecture, content
layout and navigation.
(d) Development of Co-Marketing Strategy. Define marketing needs
through discussions with iParty to define a marketing
strategy and to drive traffic between Service Provider's web
sites and the Web Site.
(e) Overall Design. Define and develop overall site design
including, but not limited to, navigation schemes, menu
bars, general site flow and interactivity, original artwork
and image processing and treatment.
(f) Content Development. Develop and refine original content
pursuant to a business plan of iParty submitted to Service
Provider.
(g) Overall Site Production. Actual construction of the Web Site
including HTML build, image licensing, art formatting and
placement.
(h) Message Board Design, Installation, and Monitoring. Full
implementation of messaging capabilities.
(i) Chat Room Design, Installation, and Monitoring. Full
implementation of live chat capabilities.
(j) Mock Installation and Pre-Launch Testing. Four (4) week mock
installation and beta-testing period.
(k) Final Modifications. Implementation of final modification
and fine tuning of the procedures.
(l) Quality Assurance. Overall quality assurance, including HTML
validation, broken links verification and image integrity.
(m) Weekly Progress Reports. Service Provider shall provide
iParty with progress reports (either written, via e-mail, or
orally to an authorized representative of iParty) each week
detailing the status of the design, development, and
building phase.
5. Service Provider will perform and provide the following services
following the design, development and building phase of the Web Site:
(a) Site launch;
(b) Weekly site management;
(c) Technical support;
(d) Content refreshment;
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(e) Basic site traffic reporting;
(f) Quality assurance management;
(g) Community monitoring; and
(h) Regular usage reports showing visitors and page views at the
Web Site.
6. Subject to iParty's approval, Service Provider will include iParty in
Service Provider's public relations and press materials, where
appropriate.
7. Service Provider will provide consultation to iParty, on a reasonable
and ongoing basis during the term of this Agreement, utilizing
Service Provider's online marketing, creative, and technical staffs.
8. iParty agrees as follows:
(a) iParty will provide Service Provider with detailed
conceptual material for the Web Site.
(b) iParty or a third party contracted by iParty will be
responsible for all backend components for the Web Site,
including databases, scripting, transactions and credit card
verification.
(c) iParty will be responsible for the total integration of the
backend of the Web Site.
(d) iParty will be responsible for all software licensing fees.
(e) iParty will review and approve all of the creative and
production work by Service Provider prior to the launch of
the Web Site.
(f) iParty will use reasonable good faith efforts to promote
Service Provider's online properties, so long as such
efforts are at no additional cost to iParty.
9. iParty shall hotlink its site to Service Provider's sites. Service
Provider shall hotlink its sites to iParty's site.
10. Service Provider agrees that any materials specifically developed for
the Web Site shall be the exclusive property of iParty and will not
be used by Service Provider for any other Internet web sites.
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11. Service Provider agrees that it shall not provide similar services as
it is providing under this Agreement to or promote any company (other
than iParty) which company provides comprehensive party planning
services or is principally in the business of selling party goods over
the Internet for a period of two (2) years from the date hereof;
provided, however, that if this Agreement is terminated by iParty prior
to the end of its term, this provision shall remain in effect for a
period of one (1) year from the date of termination; provided, further,
however, that this provision shall not be enforceable if iParty
terminates this Agreement and uses a competitor of the Service Provider
for services provided by the Service Provider.
12. As between Service Provider and iParty, Service Provider acknowledges
iParty's exclusive right, title, and interest in and to the tradename
"iParty" and all marks used or proposed to be used in the Web Site
("Marks") and Service Provider agrees that all uses of the Marks now
and hereafter developed or used by iParty shall be owned by and shall
inure to the benefit of iParty.
13. Service Provider shall treat all information regarding iParty which
Service Provider compiles or obtains from iParty as strictly
confidential. Without limiting the foregoing, Service Provider shall
not sell, lease or otherwise authorize a third party to use such
confidential information. This provision shall survive termination of
this agreement.
14. iParty has the right, in its sole discretion, to terminate this
Agreement at any time during its term without penalty by thirty (30)
days written notice to the Service Provider.
15. Each party hereto agrees to indemnify and hold harmless the other
party, its officers, members and Board of Managers (or Directors, where
applicable), employees and its affiliates and each other person, if
any, who controls any thereof, against any loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and
all expenses whatsoever reasonably incurred in investigating, preparing
or defending against any litigation commenced or threatened or any
claim whatsoever) arising out of or based upon any false representation
or action or breach or failure by either party to comply with any
agreement made by such party herein or in any other document furnished
by such party to any of the foregoing in connection with this
transaction.
16. If any of the provisions or a portion of any provision of this
Agreement is held to be unenforceable or invalid by a court of
competent jurisdiction, the validity and enforceability of the
enforceable portion of any such provision and/or the remaining
provisions shall not be affected thereby.
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17. Each of the parties hereto hereby waives its respective rights to
jury trial of any claim or cause of action based upon or arising out
of this Agreement.
18. Service Provider shall provide advertising banners regarding iParty
on certain of Service Provider's sites. Further, Service Provider
will provide promotional services to iParty including, without
limitations, inclusion in Service Provider's e-mail newsletters and
editorial taglines. Additional advertising and promotional services
shall be subject to the terms of a separate agreement between Service
Provider and iParty.
19. Any notice, demand or other communication which any party hereto may
be required, or may elect, to give hereunder shall be sufficiently
given if personally delivered, mailed by certified mail, return
receipt requested or by Federal Express, or similar overnight
delivery or courier service or delivered (in person or by telecopy,
or similar telecommunications equipment) against receipt to the party
to whom it is to be given at the address of such party set forth in
this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this
paragraph).
20. This Agreement is not transferable or assignable by Service Provider.
21. This Agreement may be modified or amended at any time, in a writing,
executed authorized representatives of each party.
22. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York applicable to contracts
made and to be performed wholly within that state, without regard to
the conflict of law rules thereof.
23. This Agreement may be executed through the use of separate signature
pages (and by facsimile signature), and each of such counterparts
shall, for all purposes, constitute one agreement binding on all
parties, notwithstanding that all parties are not signatories to the
same counterpart.
24. It is agreed to and understood by the parties that this Agreement
constitutes the entire agreement between the parties with respect to
the subject matter hereof. Sections 13, 15, and 17 herein shall
survive termination of this Agreement.
iVILLAGE INC. iPARTY LLC
By: By: /s/ Xxxxxx XxXxxx
--------------------------- ---------------------------
Name: Name: Xxxxxx XxXxxx
Title: Title: Secretary
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