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EXHIBIT 10.17
[*] Confidential Treatment has been requested for certain portions of this
exhibit.
XXXXXX BLUE BOOK/AUTO-BY-TEL AGREEMENT
This Agreement supersedes the prior Agreements executed June 27, 1996 and
January 31, 1996 between Xxxxxx Blue Book and Auto-By-Tel.
1. Xxxxxx Blue Book will provide a link to Auto-By-Tel from its pages
beyond the "Buy A Car Now" and "Buy A New Car Now" buttons on the used
car report pages and new car pricing report pages, respectively.
(xxx.xxx.xxx/xxxxxxxx.xxxx, xxx.xxx.xxx/xxxxxxxx.xxxx and
xxx.xxx.xxx/xxx-xxx/xxx.xxx?xxxxxxxxxx)
2. Auto-By-Tel's link will be placed as the third position of the "auto
buying services" on these pages.
3. Xxxxxx Blue Book may, from time to time, change the geographic regions
of the United States to which this service pertains. Initially, it will
include all states, except California, Nevada, and Arizona.
4. Xxxxxx Blue Book will track the number of click throughs to the
Auto-By-Tel buying service each month by users coming from Xxxxxx Blue
Book's "buying service" pages. Auto-By-Tel will pay Xxxxxx Blue Book a
referral fee of [*] generated from the Xxxxxx Blue Book site per month.
5. Xxxxxx Blue Book will invoice Auto-By-Tel, with payment due in thirty
(30) days. If payment is not made in a timely manner, Xxxxxx Blue Book
may, at its option, terminate this Agreement immediately.
6. Auto-By-Tel will provide a link to Xxxxxx Blue Book's New and Used Car
Pricing services. Users coming to Xxxxxx Blue Book from Auto-By-Tel's
site will see the Xxxxxx Blue Book services in a controlled mode. In the
controlled mode, all links to the Xxxxxx Blue Book Home Page will be
replaced with links to a page on the Auto-By-Tel site, and all other
outside links, i.e. links to other "buying services", links to the
Carfax service, and banner ads will be removed and the normal controlled
mode service charge will be waived.
7. Auto-By-Tel and Xxxxxx Blue Book will not disclose the terms of this
Agreement to any outside entity at any time for any reason.
8. This Agreement will extend for a period of thirty (30) days from its
effective date. It shall continue automatically until either party
discontinues this Agreement by providing the other party with thirty
(30) days prior written notice of such termination.
/s/ XXXX XXXXX 11-19-97 /s/ XXXXX XXXXXX 11/17/97
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Xxxx Xxxxx Date Xxxxx Xxxxxx Date
AUTO-BY-TEL XXXXXX BLUE BOOK
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AMENDMENT
Xxxxxx Blue Book/Auto-By-Tel Agreement
This is an Amendment to the Agreement executed November 19, 1997 by and
between Xxxxxx Blue Book and Auto-By-Tel.
Paragraph 6 shall be Amended, effective 7/1/98, to read:
6. Auto-By-Tel will provide a link to Xxxxxx Blue Book's New and Used Car
Pricing services. Users coming to Xxxxxx Blue Book from Auto-By-Tel's site
will see the Xxxxxx Blue Book services in a controlled mode. In the
controlled mode, all links to the Xxxxxx Blue Book Home Page will be replaced
with links to a page on the Auto-By-Tel site, and all other outside links
(banner ads, links to other buying services, vehicle history, finance sites,
etc.) will be removed. Xxxxxx Blue Book and Auto-By-Tel will work together on
the "look and feel" of the controlled mode pages. Xxxxxx Blue Book will track
the number of reports (New Car, Trade-In and Retail Used Car) downloaded each
month by users coming from the Auto-By-Tel site. At the end of each month,
the number of reports will be multiplied by the price per report of 2 cents
and used as the invoice amount for that month. Minimum payment, regardless of
the number of reports downloaded, will be five hundred dollars ($500) per
month. Xxxxxx Blue Book will invoice Auto-By-Tel, with payment due by the
30th day of the following month.
Paragraph 9 shall be added:
9. Once an Auto-By-Tel user has downloaded a used car report, Xxxxxx Blue Book
will, at Auto-By-Tel's option, pass back much of the vehicle information,
including zip code, vehicle make/model, year, equipment, suggested retail
price, etc. via the URL string to Auto-By-Tel.
/s/ XXXX XXXXXXX 6/30/98 /s/ XXXXX XXXXXX 6/26/98
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Xxxx X. Xxxxxxx Date Xxxxx Xxxxxx Date
AUTO-BY-TEL XXXXXX BLUE BOOK
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ADDENDUM TO AGREEMENT
Xxxxxx Blue Book / Auto-By-Tel
This is an Addendum to the Agreement executed November 19, 1997 by and between
Xxxxxx Blue Book and Auto-By-Tel.
Effective February 13, 1998, Auto-By-Tel gives authorization to Xxxxxx Blue Book
to use the Auto-By-Tel registered trademark within the 'Web Export' function of
Xxxxxx Blue Book's KARPOWER(R) Used Car valuation software.
/s/ XXXX X. XXXXXXX 2/9/98 /s/ XXXXXXX XXXXXX 2/9/98
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Xxxx X. Xxxxxxx C.O.O. Date Xxxxxxx Xxxxxx Date
Auto-By-Tel Xxxxxx Blue Book
