CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE
CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.
YAHOO! INC.
ADVERTISING AGREEMENT
THIS ADVERTISING AGREEMENT (the "Agreement") is made as of this 14 day
of April, 1998 (the "Effective Date") between YAHOO! INC., a California
corporation, with offices at 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx,
XX 00000 ("Yahoo") and NetGrocer Inc. ("NetGrocer"), a Delaware corporation,
with offices at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000.
1. DEFINITIONS.
"NetGrocer Competitor" shall mean those companies set forth on Exhibit
A. NetGrocer may request in writing, and Yahoo shall not unreasonably
withhold, the addition of qualified competitors to Exhibit A with the
criterion for such competitor being online or offline supermarkets,
grocery stores or similar stores which offer selections of consumer
packaged grocery goods and/or fresh groceries of a similar nature to
those selections generally offered by NetGrocer. In no event shall any
Prepared Food Entity be deemed a "NetGrocer Competitor" and in no
event shall any banner/promotional advertising for takeout or delivery
of prepared fresh meals by any Prepared Food Entity be prohibited
under this Agreement.
"Prepared Food Entity" shall mean any company or service whose primary
business is the on-line or off-line ordering or provision of takeout
or delivery of prepared fresh meals (or the aggregation of companies
or services that facilitate the ordering or provision of takeout or
delivery of prepared fresh meals) and as to which such services of
prepared fresh meals accounts for more than [*] of such entities
revenue.
"Click-through" shall mean a user presence at the NetGrocer Site that
originated from the Visa Shopping Guide by Yahoo or any banner
promotional advertisements or promotions that are part of this
Agreement or the Insertion Order.
"NetGrocer Site" shall mean the on-line packaged grocery goods and
supermarket services owned, offered or operated by NetGrocer or any
successors thereto and currently located at xxxx://xxx.XxxXxxxxx.xxx.
"Visa Shopping Guide" shall mean that property currently referred to
as the "Visa Shopping Guide by Yahoo", and located at
xxxx://xxxxxxxxx.xxxxx.xxx or any successor thereto that is a similar
shopping property in which Yahoo has the similar right to place
merchants.
2. TERM. This Agreement shall commence upon the Effective Date and,
unless terminated as provided herein, shall remain in effect for a
term of two years from the start date of the Insertion Order attached
as Exhibit B or, if later the satisfaction of the guaranteed
Click-Through for the periods covered by the two year term.
3. INSERTION ORDER. This Agreement is being executed in connection with
an Insertion Order (the "Insertion Order"). Subject to Section 16 and
Section 18 herein, the Insertion Order is hereby incorporated herein
by reference, and the terms of this Agreement are hereby incorporated
into the Insertion Order by reference. In the event of any
inconsistency between the Insertion Order (including the Standard
Terms and Conditions incorporated therein) and this Agreement, the
terms of this Agreement shall control.
4. TERMS OF PAYMENT. NetGrocer will be invoiced monthly during the
contract period set forth on the Insertion Order. Payment shall be
made to Yahoo within thirty (30) days from the date of invoice.
Amounts paid after such date shall bear interest at the rate of one
percent (1%) per month (or the highest rate permitted by law, if
less); except that amounts that are the subject of a good faith
dispute by NetGrocer shall be exempt from interest for a period of
thirty (30) days from the date of invoice. In the event of any failure
by NetGrocer to make payment when due, including without limitation
any payments due under this Section 4, Section 8, or Section 11,
NetGrocer will be responsible for all reasonable expenses (including
attorneys' fees) incurred by Yahoo in collecting such amounts.
5. POSITIONING. Except as otherwise expressly provided in the Insertion
Order, positioning of advertisements within the Yahoo properties is at
the sole discretion of Yahoo. NetGrocer acknowledges that Yahoo has
not made any guarantees with respect to usage statistics and Yahoo
shall not be held liable for any claims relating to usage statistics
that are provided by Yahoo to NetGrocer.
6. VISA SHOPPING GUIDE. For the term of the Agreement Yahoo will display
a text and/or graphic link, at Yahoo's discretion to the NetGrocer
Site in the "Merchant Spotlight" promotion area Food Page of the Visa
Shopping Guide. The "Food Page" is currently located at
xxxx://xxxxxxxxx.xxxxx.xxx/xxxxxxxxx/xxxx.xxxx. The link to the
NetGrocer Site shall appear in a manner similar to other merchants
included in the Merchant Spotlight section of the Visa Shopping Guide.
During the term of this Agreement, no NetGrocer Competitor shall be
permitted to purchase banner advertisements on the Food Page of the
Visa Shopping Guide.
7. CLICK-THROUGHS. In accordance with the Insertion Order attached hereto
as Exhibit B, Yahoo shall deliver no less than [*] Click-throughs
to the NetGrocer Site from any Yahoo property during each calendar
quarter of the first year of this Agreement. During the second year of
this Agreement, Yahoo
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shall deliver no less than [*] Click-throughs per calendar
quarter. NetGrocer shall pay to Yahoo the monthly amounts according to
the payment schedule set forth on the Insertion Order. Yahoo shall use
reasonable commercial efforts to deliver [*] Click-throughs per
month during the first year of this Agreement. Yahoo shall use
reasonable commercial efforts to deliver [*] Click-throughs per
month during the second year of this Agreement.
(a) If Yahoo misses any quarterly guaranteed Click-through amount,
Yahoo shall "make good" the difference within [*] following the end of
such quarter. If Yahoo does not make good the difference within [*],
NetGrocer may suspend that portion of its monthly payments under
Section 4 above that represent the percentage of Click-throughs missed
by Yahoo in such quarter until Yahoo delivers such make goods. At that
time, and assuming that Yahoo is in compliance with the guaranteed
Click-through amounts for all quarters, NetGrocer's monthly payments
shall resume in full and NetGrocer shall pay Yahoo the amount
suspended from its prior monthly payments.
(b) If Yahoo misses any quarterly guaranteed Click-through amount and
Yahoo also delivers less than [*] page views during that quarter, then
Yahoo shall "make good" the Click-through difference within [*]
following the end of such quarter. If Yahoo does not make good the
Click- through difference within thirty (30) days, NetGrocer may
suspend that portion of its monthly payments under Section 4 above,
and that portion of its monthly payments payable for exclusivity under
Section 8 below, that represent the percentage of Click-throughs
missed by Yahoo in such quarter until Yahoo delivers such make goods.
At that time, and assuming that Yahoo is in compliance with the
guaranteed Click-through amounts for all quarters, NetGrocer's monthly
payments shall resume in full and NetGrocer shall pay Yahoo the amount
suspended from its prior monthly payments.
(c) The provisions set forth in this Section 7 and the exclusivity
required by Section 8 for the term of this Agreement (as extended, to
the extent applicable, in accordance with the provisions of Section 2)
set forth the entire liability of Yahoo, and NetGrocer's sole remedy,
for Yahoo's breach of its obligations with respect to Click-throughs
and page views.
8. EXCLUSIVITY. Commencing upon the Effective Date, no NetGrocer
Competitor shall be permitted to place or to purchase from Yahoo
banner/promotional advertising on the Yahoo Internet properties that
are defined on Exhibit B (the "Exclusive Properties") and Yahoo agrees
to use reasonable efforts to prevent third parties that are entitled
to place ads on behalf of Yahoo from placing any banner/promotional
advertisements of NetGrocer Competitors on the Exclusive Properties.
In addition, Yahoo shall use reasonable efforts to exclude
advertisements promoting products or services that are similar to
those generally offered by NetGrocer from any paid advertiser on the
Exclusive Properties. The definition of "Exclusive Properties" shall
include specialty Internet sites, features
-3-
or pages developed, controlled and solely branded by Yahoo after the
Effective Date that are focused on information related to supermarket
or grocery store services and the ordering and provision of packaged
grocery goods on-line. In no event shall pages that appear in response
to searches submitted to search engines operated by entities other
than Yahoo be deemed to be part of the Exclusive Properties and
notwithstanding anything else in this Agreement, in no event shall any
banner/promotional advertising for food-related gift items be
prohibited under this Agreement.
In consideration of the foregoing exclusivity, NetGrocer shall pay
Yahoo, in addition to the amounts set forth in the Insertion Order and
referenced in Section 4, (i) [*] during the first year of this
Agreement payable in equal monthly payments of [*] month and (ii) [*]
during the second year of this Agreement payable in equal monthly
payments of [*] month. All payments shall be made on the first day of
each month with the first payment due upon the execution of this
Agreement.
NetGrocer shall, prior to the end of the term of this Agreement,
receive an additional advertising presence defined as [*] home page
promotions, with total aggregate exposure of [*] page views, and [*]
page views as run of Yahoo! network banner advertisements. All home
page promotions shall be pursuant to Yahoo's standard terms,
conditions, procedures and policies and the timing and duration of
such home page promotions shall be as mutually agreed upon subject to
availability.
9. Yahoo shall provide account management support and shall make
reasonable efforts to hold monthly account reviews with NetGrocer.
10. During the term of the Agreement, Yahoo shall provide weekly and
monthly reports showing the number of impressions and Click-throughs
of the advertising banners and other placements described in the
Insertion Order. Yahoo shall maintain accurate records in accordance
with generally accepted methods of accounting for all transactions
which are the subject of this Agreement. NetGrocer may, no more
frequently than once per quarter and upon no less than thirty (30)
days written notice, request access to such records for the purposes
of inspection by an independent accounting firm during normal business
hours. Such request shall not be unreasonably withheld. The cost of
such inspection shall be borne by NetGrocer, unless the inspection by
such accounting firm reveals a variance of five percent (5%) or more
from the number provided by Yahoo, in which event the cost of such
inspection shall be borne by Yahoo.
11. CANCELLATION AND TERMINATION.
(a) Termination by either Party with Cause. This Agreement may be
terminated at any time by either party: (i) immediately upon
written
-4-
notice if the other party: (a) becomes insolvent; (b) files a
petition in bankruptcy; or (c) makes an assignment for the
benefit of its creditors; or (ii) thirty (30) days after written
notice to the other party of such other party's breach of its
obligations under this Agreement in any material respect, which
breach is not remedied within such thirty (30) day period.
(b) The provisions of Section 4, 10, 13, 14, 15, 19 and 20 as well as
any accrued payment obligations shall survive expiration or
termination of this Agreement for any reason.
12. NO ASSIGNMENT OR RESALE OF AD SPACE. NetGrocer may not resell, assign
or transfer any of its rights hereunder, other than, with Yahoo's
prior written consent, to a purchaser of all or substantially all the
assets of NetGrocer or to any entity which controls or is under common
control with NetGrocer; provided that Yahoo agrees that it shall not
unreasonably withhold its consent to any such assignment by NetGrocer,
and any attempt to resell, assign or transfer such rights without
Yahoo's written consent shall result in immediate termination of this
contract, without liability to Yahoo.
13. LIMITATION OF LIABILITY. In the event that Yahoo used reasonable
efforts but fails to publish an advertisement in accordance with the
schedule agreed upon pursuant to this Agreement (or in the event of
any other failure, technical or otherwise, of such advertisement to
appear as provided in the Insertion Order), the sole liability of
Yahoo to NetGrocer shall be limited to, at Yahoo's option, either a
refund of the advertising fee or placement of the advertisement within
a reasonable time in a comparable position. In no event shall Yahoo be
responsible for any consequential, special, lost profits or other
damages arising from any failure to timely publish any advertisement
in accordance with the Insertion Order. Without limiting the
foregoing, Yahoo shall have no liability for any failure or delay
resulting from any governmental action, fire, flood, insurrection,
earthquake, power failure, riot, explosion, embargo, strikes whether
legal or illegal, labor or material shortage, transportation
interruption of any kind, work slowdown or any other condition beyond
the control of Yahoo affecting production or delivery in any manner;
provided that NetGrocer shall have the right to terminate this
Agreement without any further payment obligation on the part of
NetGrocer with written notice to Yahoo in the event that such event
occurs and continues for a period of sixty (60) days from the date of
the notice.
EXCEPT AS PROVIDED IN SECTION 14, UNDER NO CIRCUMSTANCES SHALL YAHOO
OR NETGROCER BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS
AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOSS BUSINESS.
-5-
14. NETGROCERS REPRESENTATIONS; INDEMNIFICATION. NetGrocer represents that
it has full authority to enter into this Agreement and the Insertion
Order and that NetGrocer has the right to publish the contents of the
subject advertisements, without infringement of any rights of any
third party. In consideration of such publication, NetGrocer, at its
own expense, will indemnify, defend and hold harmless Yahoo, and its
employees, representatives, agents and affiliates, against any claim,
suit, action, or other proceeding brought against Yahoo based on or
arising from a claim that the NetGrocer content or advertisement as
delivered to Yahoo by NetGrocer, any NetGrocer brand feature, any
material, data or service distributed or provided by NetGrocer,
product produced by NetGrocer, or any material presented on any site
on the Internet produced, maintained, or published by NetGrocer,
infringes in any manner any intellectual property right of any third
party or contains any material or information that is unlawful,
obscene, defamatory, libelous, slanderous, or that otherwise violates
any rights of any person, including, without limitation, rights of
publicity, privacy or personality, is negligently performed, or has
otherwise resulted in consumer fraud, product liability or any tort,
injury, damage or harm to any person or entity. NetGrocer will pay any
and all costs, damages, and expenses, including, but not limited to,
reasonable attorneys' fees and costs awarded against or otherwise
incurred by Yahoo in connection with or arising from any such claim,
suit, action or proceeding. It is understood and agreed that Yahoo
does not intent and will not be required to edit or review for
accuracy or appropriateness any NetGrocer advertisement or content and
that NetGrocer does not intend and shall not be required to review or
investigate the ability or authorization of any supplier or seller of
products to NetGrocer to sell or supply such products.
15. TRADEMARK LICENSE. NetGrocer retains all right, title and interest in
and to the NetGrocer Site, its trademarks, service marks and
tradenames worldwide. NetGrocer grants Yahoo a non-exclusive limited
license to use its trademarks, service marks and tradenames only in
connection with placing links to and banner advertising on behalf of
NetGrocer and performing its other advertising and promotional
obligations set forth herein. All such use shall be in accordance with
NetGrocer's policies regarding trademark usage as provided to Yahoo by
NetGrocer.
16. PROVISION OF ADVERTISING MATERIALS. NetGrocer will provide all
material for the advertisement (including GIF files), in accordance
with Yahoo's policies as provided to NetGrocer by Yahoo from time to
time, including (without limitation) the manner of transmission to
Yahoo and the time prior to publication of the advertisement. Yahoo
shall not be required to publish any advertisement that is not
received in accordance with such policies.
17. RIGHT TO REJECT ADVERTISEMENT. All contents of advertisements are
subject to Yahoo's reasonable approval and will meet Yahoo's current
specifications. Yahoo reserves the right to reasonably reject or cease
to publish any banner
-6-
advertisement. In addition, Yahoo shall have the absolute right to
reject any URL link embodied within any advertisement.
18. INTERNATIONAL TRAFFIC. Yahoo! agrees to make reasonable efforts to
provide the ability for NetGrocer to preclude serving banners to users
requesting pages from the Yahoo properties who are not located within
the United States. Yahoo shall make reasonable effort to attempt to
implement such ability on or before two months from the start of the
Insertion Order.
19. CONSTRUCTION. The terms of this Agreement may only be modified by
written agreement of both parties. NO TERM OR CONDITION PLACED BY
NETGROCER IN AN INSERTION ORDER SHALL BE BINDING ON YAHOO UNLESS
EXPRESSLY AGREED TO IN WRITING BY YAHOO. In the event of any conflict
or inconsistency between the Insertion Order and this Agreement,
this Agreement shall control.
20. MISCELLANEOUS.
Notices. All notices, requests and other communications called for by
this agreement shall be deemed to have been given immediately if made
by telecopy or electronic mail (confirmed by concurrent written notice
sent first class U.S. mail, postage prepaid), if to Yahoo at 0000
Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx, XX 00000, Fax; (408)
731-3301 Attention: Chief Operating Officer (e-mail:
xxxxxxxx@xxxxx.xxx), with a copy to its General Counsel (e-mail:
xxxxxx@xxxxx.xxx), and if to NetGrocer at the physical and electronic
mail addresses set forth on the signature page of this Agreement to
the attention of President, with a copy to Xxxxxxx X. Xxxxxxxx at
Fulbright & Xxxxxxxx, L.L.P., 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, Fax;
(000) 000-0000 (e-mail: xxxxxxxxx@xxxxxxxxx.xxx) or to such other
addresses as either party shall specify to the other.
Miscellaneous Provisions. This Agreement will be governed by and
construed in accordance with the laws of the State of California,
without reference to conflicts of laws rules, and without regard to
its location of execution or performance. If any provision of this
Agreement is found invalid or unenforceable, that provision will be
enforced to the maximum extent permissible, and the other provisions
of this Agreement will remain in force. Neither this Agreement, nor
any terms and conditions contained herein may be construed as creating
or constituting a partnership, joint venture or agency relationship
between the parties. No failure of either party to exercise or enforce
any of its rights under this Agreement will act as a waiver of such
rights. This Agreement and its exhibits are the complete and exclusive
agreement between the parties with respect to the subject matter
hereof, superseding and replacing any and all prior agreements,
communications, and understandings, both written and oral, regarding
such subject matter. This Agreement may only be modified, or any
rights under it waived, by a written document executed by both
parties. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute a single
-7-
instrument. Execution and delivery of this Agreement may be evidenced
by facsimile transmission. In any proceeding or action brought by a
party to this Agreement to enforce the terms of this Agreement, the
prevailing party shall be entitled to attorneys fees and expenses. The
terms of this Agreement shall be deemed confidential information of
Yahoo, and NetGrocer, and neither party shall disclose such
information to any third party except to its respective attorneys,
accountants or as required by law or as otherwise deemed necessary or
prudent by counsel solely in order to comply with federal securities
laws.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
YAHOO! INC. NETGROCER INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx Nissan
--------------------------- ---------------------------
Title: V.P. of Sales Title: President & CEO
Address: 3400 Central Expressway Address: 000 0xx Xxxxxx
Xxxxx Xxxxx, XX 00000 Xxx Xxxx, XX 00000
Telecopy: 000-000-0000 Telecopy: 212-244-0031
E-mail: xxxxx@xxxxx-xxx.xxx E-mail: xxxxxx@xxxxxxxxx.xxx
-8-
EXHIBIT A
NETGROCER COMPETITORS
[*]
-9-
EXHIBIT B
EXCLUSIVE PROPERTIES
xxx.xxxxx.xxx DIRECTORY
xxx.xxxxx.xxx SEARCH RESULTS
YAHOO GET LOCAL
YAHOO METROS (ANY ADDITIONAL METROS LAUNCHED)
YAHOO ATLANTA
YAHOO MIAMI
YAHOO NEW YORK
YAHOO BOSTON
YAHOO CHICAGO
YAHOO LOS ANGELES
YAHOO SAN FRANCISCO
YAHOO SEATTLE
YAHOO AUSTIN
YAHOO DALLAS
YAHOO WASHINGTON, DC
YAHOO MINNEAPOLIS/ST. XXXX
YAHOO PEOPLE SEARCH
YAHOO CLASSIFIEDS
YAHOO NEWS
YAHOO WEATHER
YAHOO MAPS
YAHOO SPORTS
YAHOO FINANCE
VISA SHOPPING GUIDE BY YAHOO
-10-
EXHIBIT C
YEAR 1
YAHOO! MAIN SITE
ADVERTISING INSERTION ORDER
HTTP:/XXX.XXXXX.XXX
ORDER #00000 XXXXX CONTACT Xxxxx Xxxxxxx
REVISION 0
TYPE PHONE 000-000-0000
DATE 04/09/98 FAX 000-000-0000
EMAIL xxxxxxxx@xxxxx-xxx.xxx
ADVERTISER NetGrocer Inc. AGENCY
URL
ADDRESS 000 0xx Xxx 00xx Xxxxx XXXXXXX
Xxx Xxxx, XX 00000
CONTACT Xxxxxx Xxxxxx CONTACT
PHONE 000-000-0000 x 00 PHONE
FAX 000-000-0000 FAX
EMAIL xxxxxx@xxxxxxxxx.xxx EMAIL
-------------------------------------------------------------------------------
Start Date: End Date: Contract Length:
04/15/98 04/14/99 365 Days
Location: Total Clicks Total Amount
Network
Space Groups
4/15/98 - 4/14/99 run_network [*] [*]
Visa Shopping Guide By Yahoo! [*]
4/15/98 - 4/14/99 /food merchant spotlight
Other Instructions
Yahoo! guarantees [*] click throughs per contract quarter from April 15th
1998 to April 14th 1999 at [*] per click, in accordance with page 2, section 7
of the attached advertising agreement dated April 1998. This insertion order
shall be referred to as exhibit C Year 1 of the attached advertising agreement.
Total Net Cost [*]
Terms: Net 30 days
Billing Instructions: Monthly
-------------------------------------------------------------------------------
MATERIALS: Banner: 460w x 55h pixels, less than 8 bytes, GIF format: target
URL, Alt Text (30 characters max).
All materials must be delivered at least 7 business days before the start date
to xxxxx@xxx.xxx. Any changes during the insertion terms must be delivered at
least 4 business days prior to change. A Yahoo! Insertion Order Number and
Flight Date must be referenced in all correspondence. Please see attached
"Yahoo! Advertising Banner Requirements and Submission Guidelines".
This insertion order is subject to the attached standard terms and conditions
for Yahoo! advertising and is valid for three (3) business days from the date
of this order. This agreement is non-cancelable.
Authorized by: Phone: Date:
-------------------------- ----------------- -----------
Production Contact: Phone: Date:
--------------------- ----------------- -----------
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EXHIBIT C
YEAR 2
YAHOO! MAIN SITE
ADVERTISING INSERTION ORDER
HTTP:/XXX.XXXXX.XXX
ORDER #11514A SALES CONTACT Xxxxx Xxxxxxx
REVISION 0
TYPE PHONE 000-000-0000
DATE 04/09/98 FAX 000-000-0000
EMAIL xxxxxxxx@xxxxx-xxx.xxx
ADVERTISER NetGrocer Inc. AGENCY
URL
ADDRESS 000 0xx Xxx 00xx Xxxxx XXXXXXX
Xxx Xxxx, XX 00000
CONTACT Xxxxxx Xxxxxx CONTACT
PHONE 000-000-0000 x 00 PHONE
FAX 000-000-0000 FAX
EMAIL xxxxxx@xxxxxxxxx.xxx EMAIL
-------------------------------------------------------------------------------
Start Date: End Date: Contract Length:
04/15/99 04/14/00 365 Days
Location: Total Clicks Total Amount
Network
Space Groups
4/15/99 - 4/14/00 run_network [*] [*]
Visa Shopping Guide By Yahoo! [*]
4/15/99 - 4/14/00 /food merchant spotlight
Other Instructions
Yahoo! guarantees [*] click throughs per contract quarter from April 15th
1999 to April 14th 2000 at [*] per click, in accordance with page 2, section
7 of the attached advertising agreement dated April 1998. This insertion order
shall be referred to as exhibit C Year 2 of the attached advertising agreement.
Total Net Cost [*]
Terms: Net 30 days
Billing Instructions: Monthly
-------------------------------------------------------------------------------
MATERIALS: Banner: 460w x 55h pixels, less than 8 bytes, GIF format: target
URL, Alt Text (30 characters max).
All materials must be delivered at least 7 business days before the start date
to xxxxx@xxx.xxx. Any changes during the insertion terms must be delivered at
least 4 business days prior to change. A Yahoo! Insertion Order Number and
Flight Date must be referenced in all correspondence. Please see attached
"Yahoo! Advertising Banner Requirements and Submission Guidelines".
This insertion order is subject to the attached standard terms and conditions
for Yahoo! advertising and is valid for three (3) business days from the date
of this order. This agreement is non-cancelable.
Authorized by: Phone: Date:
-------------------------- ----------------- -----------
Production Contact: Phone: Date:
--------------------- ----------------- -----------
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NetGrocer Inc.
Insertion Order #11514
Exhibit C to Advertising Agreement dated April, 1998
YEAR ONE 4/15/1998 - 4/14/1999
===========================================================================================================================
** Q1 Q1 Q1 Q1 Q2 Q2 Q2 Q2 Q3 Q3
Month Month Month TOTAL Month Month Month TOTAL Month Month
1 2 3 4 5 6 7 8
---------------------------------------------------------------------------------------------------------------------------
CLICKS [*] [*]
---------------------------------------------------------------------------------------------------------------------------
Payment [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
Due 0 0 0 0 0 0 0 0 0 0
Net 30
===========================================================================================================================
==============================================================================
Q3 Q3 Q4 Q4 Q4 Q4 YEAR 1
Month TOTAL Month Month Month TOTAL TOTAL
9 10 11 12
------------------------------------------------------------------------------
[*] [*] [*]
0
------------------------------------------------------------------------------
[*] [*] [*] [*] [*] [*] [*]
0 0 0 0 0 00 0
==============================================================================
**Month 1 commences April 15, 1998
YEAR TWO 4/15/1999 - 4/14/2000
===========================================================================================================================
** Q1 Q1 Q1 Q1 Q2 Q2 Q2 Q2 Q3 Q3
Month Month Month TOTAL Month Month Month TOTAL Month Month
13 14 15 16 17 18 19 20
---------------------------------------------------------------------------------------------------------------------------
CLICKS [*] [*]
---------------------------------------------------------------------------------------------------------------------------
Payment [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
Due 0 0 0 0 0 0 0 0 0 0
Net 30
===========================================================================================================================
==============================================================================
Q3 Q3 Q4 Q4 Q4 Q4 YEAR 2
Month TOTAL Month Month Month TOTAL TOTAL
21 22 23 24
------------------------------------------------------------------------------
[*] [*] [*]
0
------------------------------------------------------------------------------
[*] [*] [*] [*] [*] [*] [*]
0 0 0 0 0 50 0
==============================================================================
**Month 1 commences April 15, 1999
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