AFFILIATE CONTRACT
This agreement ("Agreement"), effective as of July 1, 1999 (the "Effective
Date"), contains the understandings and agreement of XxxxxxXxxxxx.xxx, Inc.
("XxxxxxXxxxxx.xxx") and ON24, Inc. ("ON24") with regard to a strategic alliance
between said parties.
Section 1: Responsibility of Parties
Partnership Opportunity: ON24 Corporation is an Internet media services company
that develops and distributes corporate news/information on the web using video
and audio. The ON24 Network services are targeted to the online investor
audience. ON24 provides daily video and audio content consisting of CEO
interviews, quarterly earnings, company news, products launches, and others
events that could affect a company's stock price.
ON24 Responsibilities: ON24 provides turnkey development of the Daily Newsline
feed. ON24 also provides advanced hosting and technology infrastructure,
including bandwidth and server software for the ON24 streaming media content.
ON24 will deliver a daily news feed through XxxxxxXxxxxx.xxx that will be
indexed by ticker symbol, company name, and will include a 3 sentence story
summary.
XxxxxxXxxxxx.xxx Responsibilities: Recognize ON24 as the provider of services
described herein during the term of the Agreement. XxxxxxXxxxxx.xxx will
distribute the ON24 news feed to its users on its home page. XxxxxxXxxxxx.xxx
will be held responsible for displaying ON24's brand name on the home page of
its site. XxxxxxXxxxxx.xxx permits ON24 to use the XxxxxxXxxxxx.xxx and
corresponding brand identification in conjunction with ON24's activities
hereunder, subject to normal guidelines on trademark usage. XxxxxxXxxxxx.xxx
agrees to place ON24's content in a prime location, easily accessible to its
users and very visible.
Section 2: Agreement Specifics
Branding: The ON24 news fee and individual news stories will be branded solely
ON24, and the ON24 logo will be displayed directly above the daily headlines.
Channels: ON24 will provide a dynamic feed for 6 unique channels of investor
content. Headlines for each channel (sans Investor Events) will be updated
through the day. The six channels are:
Channel Description
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Breaking Financial News Real-time constantly updated breaking news stories
------------------------- --------------------------------------------------
IPO's The latest news on IPO's $1 filing - market trading
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CEOs Daily Interviews with big name/big company CEOs
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Product Announcements Coverage of all major new product releases
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Analysts Interviews with Wall St.'s best: Xxxxxxxx Xxxxxx, Xxxxx
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Investor Events Exclusive coverage of investor conferences like the H & Q
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conference
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Any or all of these channels may be dispersed throughout the site via
channel-specific headline windows.
Marketing: XxxxxxXxxxxx.xxx is obliged to prominently display the financial
news channel or links to the financial news channel in a premier position in
their member section. In addition, XxxxxxXxxxxx.xxx is obligated to promote
visibly all agreed upon channels.
Code: In order to receive copyright clearance to display ON24 content,
Affiliate site must display content in the manner in which it is provided with
no modifications or alterations allows without the express written consent of
ON24. The code will be provided in the form shown in exhibit A.
Exclusivity: This agreement will be effective from the date hereof, until the
second anniversary of such date. The contract will be subject to earlier
termination by either party in the event that the other party: (i) becomes
insolvent; (ii) files a petition in bankruptcy; (iii) makes an assignment for
the benefit of its creditors; or (iv) breaches any of its obligations under this
Agreement in any material respect, which breach is not remedied within thirty
(30) days following written notice to such party. Any such termination shall be
without any liability or obligation to the terminating party, other than with
respect to any breach of this Agreement prior to termination. During this term,
XxxxxxXxxxxx.xxx will provide written notice to ON24 of any agreement or
arrangement with any other party providing streaming media content for investors
including, but not limited to, product announcements, corporate news, CEO
interviews, quarterly earnings and press releases. ON24 reserves the right to
terminate contract in light of said information.
Provision of Contract: ON24 will provide the Affiliate with it's content in
either of two forms. They are:
Server-Side Include - ON24 will host a portion of said Affiliate's page on it's
site, and will be responsible for continual updating and maintenance of view
window. The data will be provided as an include (inc) file.
XML fee - XML files that are delivered electronically via email (ftp).
In either case, integration of the feed into Affiliate's home page is the
Affiliate's responsibility.
Section 3: Term of Contract
The term of this contract will be binding for a period of one year.
XxxxxxXxxxxx.xxx agrees that the date of launch for first ON24 feed on said
Affiliate's homepage will be no more than thirty (30) days after the signing of
this contract.
Section 4: Miscellaneous
This Agreement will bind and inure to the benefit of each party's permitted
successors and assigns. Neither party may assign this Agreement, in whole or in
part, without the other party's written consent; provided, however, that: either
party may assign this Agreement without such consent in connection with any
merger, consolidation, any sale of all or substantially all of such party's
assets or any other transaction in which more than fifty percent (50%) of such
party's voting power is transferred. 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. 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 instrument. Executions and delivery of this
Agreement may be evidenced by facsimile transmission. UNDER NO CIRCUMSTANCES
SHALL EITHER PARTY OR ANY OF THEIR AFFILIATES BE LIABLE TO ANOTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM
THIS AGREEMENT OR ANY BREACH HEREOF, 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 LOST BUSINESS.
This Agreement is signed by the duly authorized representatives of
XxxxxxXxxxxx.xxx and ON24, Inc.
ON24, Inc. XxxxxxXxxxxx.xxx, Inc.
By: By:
Name:Xxx Xxxx Name: Xxxx Xxxxxxx
Title: Affiliate Marketing Manager Title: President
Address:833 Market Street, Sixth Floor Address: 0000-000 X. Xxxxxxxx
Xxx Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX X0X 0X0
