EXHIBIT 10.25
CO-MARKETING AND SALES AGREEMENT
THIS AGREEMENT dated as of December 7, 1999 (the "AGREEMENT") between Global
Media Corp. ("US", "WE" and "OUR"), a duly incorporated company under the laws
of the State of Nevada, and Standard Radio Inc., a corporation continued under
the laws of the Province of Ontario, Canada ("YOU" and "YOUR").
WHEREAS:
A. We operate a server on the internet which allows for the digital delivery,
distribution, transmission and telecommunication of information via the
internet, including, without limitation, audio information and visual
information, and which allows for the secure ordering of, and for the secure
payment for, products and services via the internet, including, without
limitation, compact discs, digital video discs, videotapes and books; and
B. Each of the parties desires to enter into a relationship whereby you refer
persons to us via a visit by such persons to or within your web site or channel
and via our server (a "REFERRAL"), so that
(i) we may sell products or services to those persons in consideration of
you receiving a referral fee (the "REFERRAL FEE"), and
(ii) we provide you with the means for persons who visit you at your web
sites or channels, seamlessly, to order products or services from us,
to receive such products or services from us via the internet or other
means and to pay us for those products or services while maintaining
the overall look and feel of your web sites or channels (the "BASIC
BENEFITS") We will provide each of the radio stations which you
currently own or control, or in the future own or control, (but not
for any internet-only radio stations, which will be governed by a
separate agreement) ("your stations") with the same Basic Benefits
that we offer any other Network Associate;
THEREFORE, IN CONSIDERATION of the promises, representations, warranties,
covenants and agreements contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
each party), the parties agree as follows:
1. BECOMING A NETWORK ASSOCIATE
(a) DEFINITION OF "NETWORK ASSOCIATE": "Network Associate" means an
independent contractor who refers persons to us via a visit by such persons to
or within its
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web site or channel and via our server, so that we may seamlessly sell products
or services to those persons.
(b) CONDITIONS FOR ACCEPTANCE: We may reject any web site or channel,
actual or proposed, if such website or channel is unsuitable. Unsuitable web
sites or channels include, but are not limited to those that:
(i) promote sexually explicit materials;
(ii) promote violence;
(iii) promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation or age;
(iv) promote illegal activities; or
(v) violate intellectual property rights.
2. PAYMENT AND INVOICING
(a) FEE STRUCTURE: There are no licensing fees to you for the Basic
Benefits. We reserve the right to introduce a charge and, thereafter to change
the charges to you, in respect of the Benefits and to change the Referral Fee
rate, provided that in the event of any such charge or change being made which
is unacceptable to you, you shall be entitled to withdraw from this Agreement.
(b) ADDITIONAL FEATURES: You may request that additional features that
we may offer from time to time, such as audio samples and video samples,
("ADDITIONAL FEATURES") be made available to you in order to enhance your web
sites or channels, and we may charge you a fee for making those Additional
Features available to you. You agree that we have no obligation to make any
Additional Features available to you and we reserve the right to discontinue any
Additional Feature at any time; correspondingly, you are entitled to decline any
such Additional Features if you so wish.
(c) STREAMING: During the term of this Agreement, we will provide you
with all applicable streaming features offered by us to any Network Associate
("Streaming Features"). For the first (1st) year of the Agreement, such
Streaming Features will be offered to you at our cost for providing such
Streaming Features. For the second (2nd) and third (3rd) years of the Agreement,
the Streaming Features will be offered to you at the greater of (i) our cost of
providing the Streaming Features; or (ii) seventy five percent (75%) of the
lowest streaming media fee charged by Global Media to any Network Associate
receiving the same or similar features.
(d) PAYMENT: If money is owed to us by virtue of any Additional
Features made available to you, you shall pay monthly in arrears for such
Additional Features.
(e) FAILURE TO PAY: We may suspend the Basic Benefits or any Additional
Features at any time for your failure to pay. However, the following schedule
may also be followed: if your account is two (2) months past due, the Basic
Benefits or any Additional Feature may be
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suspended; and when your account becomes three (3) or more months past due the
Basic Benefits or any Additional Feature may be cancelled and all data may be
removed.
3. REFERRAL FEES
(a) RATE: Subject to the limitations below, we will pay to you a
Referral Fee of 60% of our Gross Margin (the "REFERRAL RATE") in respect of any
sales that resulted from a Referral to us by you, provided in each case the
Gross Margin in respect to any sales or any group of sales shall not be less
than zero, unless agreed upon otherwise with you. In this Agreement,
(i) "GROSS MARGIN" means Gross Sales minus Sales Costs and Delivery
Charges to us,
(ii) "GROSS SALES" means the money actually received by us for products or
services purchased from us by persons on the basis of a Referral to us
by you,
(iii) "SALES COST" means the cost of a product or service sold as a result
of a Referral to us by you, which shall be the invoiced cost to us of
the product or service, and
(iv) "DELIVERY CHARGE" means any amount charged to us by a third party in
connection with our fulfilment of a Referral to us by you, including
applicable sales taxes and duties, shipping, handling, gift wrapping
and similar charges, bad debts and returned goods charges, and any
fees owing, by operation of law or otherwise, to an artist or an
artists' collective society for the use of an artist's image and/or
the digital delivery, distribution, transmission or telecommunication,
in whole or in part, of musical, artistic, dramatic or literary works
or sound recordings, cinematographic works or other subject-matter.
(b) PAYMENT RECEIVED BEFORE REFERRAL FEE PAID: Only products or
services that are sold by us, on the basis of a Referral by you, and for which
we have actually received payment, will qualify for a Referral Fee.
(c) PRICES: The prices for products and services which are sold by
us on the basis of a Referral from you shall be set exclusively by Global
Media Corp.
(d) SALE OF PRODUCTS BELOW COST: We reserve the right to sell
products and services below our cost in order to provide an incentive for
greater aggregate sales on your Site. In no event shall you be obligated to
pay us in the event that the Gross Margin in any particular month is less
than zero.
4. REFERRAL FEE PAYMENT
We will pay you Referral Fees on a monthly basis. Approximately thirty (30) days
following the end of each month, we will credit your bank account or issue you a
cheque for the Referral
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Fee earned on products or services that we provided, shipped or digitally
delivered, distributed, transmitted or telecommunicated during that month, less
any taxes that we are required by law to withhold related to payment of such
Referral Fee or otherwise to the sale of a product or service. If products that
generated a Referral Fee are returned by the customer, we will deduct the
corresponding Referral Fee from your next monthly payment. If there is no
subsequent payment from which to make such a deduction on the month in which it
is due, we will send you a xxxx for that amount, which xxxx must be paid within
thirty (30) days after receipt.
5. CUSTOMERS
(a) OUR POLICIES APPLY: Our rules, policies and operating procedures
concerning customer orders, customer service, product sales and product returns
will apply to Referrals to us by you. We may change such rules, policies and
operating procedures at any time.
(b) WE PROCESS ORDERS: We will process product and service orders
placed by customers who place orders via your web sites or channels. We reserve
the right to reject orders that do not comply with any reasonable requirements
that we periodically may establish. We will be responsible for all aspects of
order processing and fulfilment. Among other things, we will prepare order
forms, process payments, cancellations and returns and handle customer service.
We will track sales made to customers who purchase products or services via your
web sites or channels to our web site and will send you reports summarising this
sales activity. You shall, however, have the right to request information with
respect to the computation of such report information, and to conduct an audit
of such information, provided that such audit shall not take place more than
once every six (6) calendar months.
(c) CUSTOMER'S PERSONAL INFORMATION: You shall have right and title
over all individual personal information collected by us from your storefront
web pages. We shall not use this individual personal information for any reason
without your prior written consent. Notwithstanding the foregoing, we shall have
the right to use this individual personal information for internal purposes or
we may aggregate the information and use the aggregated information for any
purpose so long as no individual person is separately identifiable by such
aggregated information.
6. CONTENT
(a) ADVERTISING: We and you shall provide advertising, and divide any
revenue earned from such advertising, in accordance with the terms and
conditions detailed in Schedule A attached hereto.
(b) NETWORK IDENTIFICATION: You also must display the phrase "Global
Media Network" at a mutually agreed upon spot on your homepages or channel
transmissions which hyperlinks to a description of the Network on our web site.
We may modify the text or graphic image of such phrase and of such description
from time to time.
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(c) LIMITED LICENSE: We grant you a non-exclusive, non-transferrable,
right to use the images and phrases referred to in this section, and such other
images and phrases for which we grant express permission, solely for the purpose
set out in this section. You may not modify any such image or phrase in any way
and you must comply with our usage requirements, if any. We reserve all of our
rights and interests in such images and phrases, including all trade names,
trade-marks, copyrights and other intellectual property rights. We may revoke
this license at any time upon expiration of this Agreement.
(d) RIGHT OF FIRST REFUSAL: We will not commercially launch any
Additional Features or other new products or services that are logically
implemented on a station by station basis on the web sites of any other Network
Associates that are located in Canada, unless and until such developments have
been made available for thirty (30) days to the web sites of your stations
located in Canada.
7. RESPONSIBILITY FOR YOUR SITE
(a) DEVELOPMENT, OPERATION AND MAINTENANCE OF ANY WEBSITE DEVELOPED BY
YOU OR A THIRD PARTY OR ON YOUR BEHALF: You will be solely responsible for the
development, operation and maintenance of your web site or channel, and for all
content that appears on your web sites or channels, other than as provided in
Section 7(b). Such responsibility shall include, but not be limited to:
(i) creating and posting or transmitting product descriptions to your web
sites or channels;
(ii) the accuracy and appropriateness of content on your web sites or
channels (including, among other things, all product-related content);
(iii) ensuring that content on your web sites or channels does not violate
or infringe upon the rights of any third party (including copyrights,
trade-marks, privacy or other personal or proprietary rights); and
(iv) ensuring that content on your web sites or channels is not libellous
or otherwise illegal.
(b) GLOBAL MEDIA WILL MAINTAIN RESPONSIBILITY FOR DEVELOPMENT,
OPERATION AND MAINTENANCE FOR THE PAGES ON YOUR STOREFRONT: Global Media will be
solely responsible for the development, operation and maintenance of your
storefront pages and for all content that appears on your storefront site or
links provided by Global Media, subject to the restrictions contained in
Schedule A. Such responsibility shall include, but not be limited to:
(i) creating and posting or transmitting product descriptions to your
storefront pages;
(ii) the accuracy and appropriateness of content on your storefront pages
(including, among other things, all product-related content);
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(iii) ensuring that content on your storefront pages does not violate or
infringe upon the rights of any third party (including copyrights,
trade-marks, privacy or other personal or proprietary rights); and
(iv) ensuring that content on your storefront pages is not libellous or
otherwise illegal.
(c) SITE MONITORING: We have the right at any and all times to monitor
your web sites or channels in order to determine if you are in compliance with
the terms of this Agreement. We shall have no obligations with respect to the
content available on your web sites or channels, including, but not limited to,
any duty to review or monitor any such content. We reserve the right to
discontinue the Basic Benefits or any Additional Features if we determine that
your web sites or channels violates any of the above-stated terms or is
objectionable, offensive or otherwise violates a law or our policy, provided
that proper notice has been received by you from us and a commercially
reasonable period has elapsed to cure such violation.
(d) LICENSE TO USE LICENSEE MARKS: You grant us a non-exclusive license
to use your names (the "LICENSEE MARKS") only in connection with advertising,
marketing, promoting and publicising in any manner our rights hereunder. We
shall obtain your prior consent before using your titles, logos and trademarks.
Notwithstanding anything herein to the contrary, we shall not be required to
advertise, market, promote or publicise your status as a Network Associate. You
hereby represent and warrant that, to the best of your knowledge, you are the
sole and exclusive owner of the Licensee Marks, titles, logos and trademarks and
have the right and power to grant to us the license to use same in the manner
contemplated herein, and that such grant does not or will not (i) breach,
conflict with or constitute a default under any agreement or other instrument
applicable to you or binding upon you, or (ii) infringe upon any trade-xxxx,
trade name, service xxxx, copyright or other proprietary right of any other
person or entity. This license shall terminate upon the effective date of the
expiration or termination of this Agreement. We similarly represent and warrant
to You that we have the right to use any names, titles, logos and trademarks
expressly or implicitly licensed by us to you pursuant to this Agreement.
(e) THIRD PARTY RIGHTS: Third party works, subject-matter, inventions
and marks licensed by us to Network Associates may be governed by separate
end-user licenses. You agree to be bound by the terms of such end-user licenses
regarding the applicable works, subject-matter, inventions and marks to the
extent you are reasonably capable following notice to by us of the terms of any
such end-user licenses.
8. RELATIONSHIP OF PARTIES
You and we are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, principal-agent or
employment relationship between you and us. You shall have no authority to make
or accept any offers or representations on our behalf, nor we on your behalf.
You and we each agree not to make
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any statement, whether on a web site, channel or otherwise, that reasonably
would contradict anything in this Section.
9. TERM OF THIS AGREEMENT
The term of this Agreement will begin upon our acceptance of your Network
Associate application and shall continue for the following three (3) years. This
Agreement is automatically renewable for subsequent one-year periods, unless you
or we give written notice of termination thirty (30) days prior to the renewal
date. Upon delivery of such notice of termination, we shall have the full
thirty-day period to cease the Basic Benefits and any Additional Features. You
are only eligible to earn Referral Fees on our sales of products or services
occurring during the term, and fees earned up to the date of termination will
remain payable only if the related orders are not cancelled or returned. We may
withhold your final payment for a reasonable time to ensure that the correct
amount is paid.
10. MODIFICATION OF THIS AGREEMENT
We may modify any of the terms and conditions regarding the Basic Benefits or
Additional Features by posting a change notice or a new schedule on our web
site, provided that any modifications shall not provide you with materially
fewer Basic Benefits or Additional Features. Unless otherwise agreed upon in
writing, modifications may not, however, include, changes in the scope of
available Referral Fees, fee schedules and the procedures for payments between
the parties. If any modification is unacceptable to you, you may terminate this
Agreement by giving us written notice of termination within thirty (30) days of
our posting a change notice or a new agreement on our web site. Upon delivery of
such notice of termination, we shall have thirty (30) days to cease the Basic
Benefits and any Additional Features. Your failure to give notice of termination
following the ninety-day period after our posting of a change notice or a new
schedule on our web site will constitute binding acceptance of the change.
11. GENERAL TERMS AND CONDITIONS
(a) INDEMNIFICATION: You hereby agree to indemnify, defend and hold
harmless us and our shareholders, officers, directors, employees, agents,
associates, successors and assigns from and against any and all claims, losses,
liabilities, damages or expenses (including reasonable legal fees) of any nature
whatsoever incurred or suffered by us (collectively, the "LOSSES"), in so far as
such Losses (or actions in respect thereof) arise out of or are based on (i) any
claim or threatened claim that our use of your Marks infringes on the rights of
any third party, (ii) the breach of any representation, warranty, covenant or
agreement made by you herein, or (iii) any claim related to your web sites or
channels.
(b) LIMITATION OF LIABILITY: Neither of us will be liable to the other
for indirect, special or consequential damages (or any loss of revenue, profits
or data) caused in connection with this Agreement, even if advised of the
possibility of such damages. Further,
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the aggregate liability arising from either of us with respect to this Agreement
will not exceed the total Referral Fees paid or payable to you under this
Agreement.
(c) INDEMNITY TO YOU. We hereby agree to indemnify, defend and hold
harmless you and your shareholders, officers, directors, employees and agents
from and against (i) all claims, losses, damages, liabilities or expenses
suffered by you insofar as such amounts are claimed by a third party are in
respect of the sales by us of any product or service as provided for under this
Agreement; (ii) any claim or threatened claim that your use of our Marks
infringes on the rights of any third party or (iii) any claim related to our web
site.
(d) DISCLAIMERS: We make no express or implied warranties or
representations to you with respect to the Basic Benefits or any Additional
Features to you or any products or services sold by us (including, without
limitation, warranties of fitness, merchantability, non-infringement or any
implied warranties arising out of a course of performance, dealing or trade
usage). In addition, we make no representation that the operation of your web
site or channel or our web site will be uninterrupted or error-free, and we will
not be liable for the consequences of any interruptions or errors. In no event
shall we be liable for any loss of data, email or files or for any virus
infection delays or performance problems due to power outages, acts of God,
telecommunications failures, theft or destruction of property. Further, in no
event shall we be liable for any delay, failure, claim, liability, loss or
damage caused, whether directly or indirectly, by your, our or any third party's
compliance with any enactment, regulatory order or request of any government
authority or agency.
(e) CONFIDENTIALITY: We may disclose to you certain information as a
Network Associate, which information we consider to be confidential (herein
referred to as "CONFIDENTIAL INFORMATION"). For purposes of this Agreement, the
term "Confidential Information" shall include, but not be limited to (i) any
modifications to the terms and provisions of this Agreement made specifically by
us for your web sites or channels and not generally available to other Network
Associates or affiliates, (ii) web site, channel, business and financial
information relating to us or our Network Associates or affiliates, (iii) vendor
lists relating to us or our Network Associates (other than you) or affiliates,
and (iv) our or Network Associates' pricing and sales information, and shall
also include any information that we designate as confidential during the term
of this Agreement. You agree not to disclose any Confidential Information and
that such Confidential Information shall remain strictly confidential and secret
and shall not be used, directly or indirectly, by you for your own business
purposes or for any other purpose except and solely to the extent that any such
information is generally known or available to the public or if same is required
by law or legal process, provided that the customer information provided by us
to you shall not be deemed Confidential Information and there shall be no
restriction on your use of such information except as is required by law or
legal process. We likewise agree to use information provided by you to us in the
same fashion, and to require any Network Associate to whom our Confidential
Information is provided to be similarly bound. Notwithstanding the foregoing,
each party is hereby authorized to deliver a copy of any such information (i) to
any person pursuant to an order issued by any court or administrative agency,
(ii) to its accountants, lawyers or other professional advisors on a
confidential basis, and (iii) otherwise as required
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by applicable law. We make no warranty, expressed or implied, with respect to
any Confidential Information delivered hereunder, including implied warranties
of merchantability, fitness for a particular purpose or freedom from patent,
trade-xxxx or copyright infringements, whether arising by law, custom or
conduct, or as to the accuracy or completeness of such information and we shall
not have any liability to you or to any other person resulting from your or such
third person's use of such information.
(f) INDEPENDENT INVESTIGATION: You acknowledge that you have read this
Agreement, understand it in its entirety and agree to all of its terms and
conditions. You have independently evaluated the desirability of becoming a
Network Associate and are not relying on any representation, guarantee or
statement other than as set forth in this Agreement.
(g) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between you and us and supersedes all prior communications, representations,
understandings and agreements whether verbal or written between you and us with
respect to the subject-matter hereof.
(h) REPRESENTATIONS AND WARRANTIES: You and we hereby represent and
warrant that (i) you and we are free to enter into this Agreement and are not
subject to any obligation or disability which will or might interfere with your
or our ability to comply with any of the material terms and conditions hereof,
and (ii) you and we have not made, and will not make, any agreement, assignment
or licence which will conflict with or impair the complete enjoyment of the
rights granted to us or you herein.
(i) FURTHER ASSURANCES: You and we each agree to take all such actions
and execute all such documents within your and our power as may be necessary or
desirable to carry out or implement and give full effect to the provisions and
intent of this Agreement.
(j) NOTICES: All notices, requests and other communications between you
and us will be deemed to have been delivered if made in writing and either
mailed by registered mail and received within seven (7) days or actually
delivered, faxed or electronically mailed to the other party at the applicable
address or fax number provided below.
(k) ASSIGNMENT AND BENEFIT: Neither of us may assign this Agreement or
any portion hereof, by operation of law or otherwise, without the prior written
consent of the other, not to be unreasonably withheld, conditioned or delayed.
Notwithstanding the foregoing, you or we may assign this Agreement to a parent,
subsidiary, affiliate, or corporation controlling, controlled by, or under
common control with you or us, a successor corporation related to you or us by
merger, consolidation, or government action, or a purchaser of all of your or
our assets, provided that the assignor continues to be bound by the terms of
this Agreement. This Agreement will inure to the benefit of and be binding upon
the parties and their respective heirs, executors, administrators, successors
and assignees, as applicable.
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(l) SEVERABILITY: If any provision of this Agreement is determined at
any time by a court of competent jurisdiction to be invalid, illegal or
unenforceable, such provision or part thereof shall be severable from this
Agreement and the remainder of this Agreement will be construed as if such
invalid, illegal or unenforceable provision or part thereof had been deleted
herefrom.
(m) NUMBER: Words importing the singular include the plural and vice
versa in this Agreement.
(n) DISPUTE SETTLEMENT: Any and all disputes, claims or controversies
arising out of or in connection with this Agreement, or in respect of any
defined legal relationship associated therewith or derived therefrom, will be
referred to and finally resolved by arbitration.
(o) GOVERNING LAW: This Agreement and all matters arising hereunder
shall be governed by and construed in accordance with the laws of the State of
Nevada and the laws of the United States of America applicable therein. Any
dispute or claim arising out of or in connection with this Agreement shall be
finally settled by binding arbitration under the Commercial Rules of the
American Arbitration Association by one arbitrator appointed in accordance with
said rules. Judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof.
By signing in the spaces provided below, you and we accept and agree to all of
the terms and conditions of this Agreement as of the date first written above.
Per: /s/ L. Xxxxx Xxxxxx /s/ Xxxxx Xxxxxx
------------------------------------- ----------------------------------
GLOBAL MEDIA CORP STANDARD RADIO INC.
000 Xxxxxx Xxxxxx 2 St. Clair Ave. W.
Vancouver, British Columbia Toronto, Ontario
Canada V6B 2B4 Canada X0X 0X0
xxx.xxxxxxxxxxxxxxx.xxx
-----------------------
fax 000-000-0000 fax 416-323.6828
tel. 000.000.0000 tel. 000.000.0000
-------------------------------------------------------------------------------
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SCHEDULE A
ADVERTISING
1. The Network Associate reserves the rights to all advertising space within
its existing webpages.
2. Global Media reserves the rights to all advertising space within the
Network Associate's storefront pages, provided that Network Associate shall
have the right to determine the total number and size of the advertisements
placed on the Network Associate's storefront pages. Notwithstanding the
foregoing, Network Associate shall have the right to sell advertising for
the banner advertisement space located at the bottom of the web page.
Notwithstanding anything else to the contrary, neither party shall sell or
otherwise offer advertising to an advertiser that would conflict with an
advertiser who has an exclusive right to advertise on the Network Associate
or Global Media websites or channels. In the event of such conflict, the
party shall immediately remove such advertising from the Network
Associate's storefront pages.
Each party will split the Net Advertising Revenue 50-50 with the other for
the advertising spaces on the Global Media Storefront page(s). Global Media
retains the right to change the structure of how the ads are placed within
the storefront pages, subject to Global Media obtaining approval from the
Network Associate prior to making any material changes, such approval not
to be unreasonably withheld, conditioned or delayed. "Advertising Revenue"
shall be defined as the revenue actually received by Global Media from the
sale and placement of advertisements for third parties run on the Global
Media Storefront. "Net Advertising Revenue" shall mean any Advertising
Revenue less any taxes and third party advertising fees and commissions.
Revenue attributable to or imputed from self-promotional advertisements of
Global Media on the Global Media Storefront shall not be within the meaning
of Net Advertising Revenue.
3. Global Media reserves the rights to all advertising space on the Global
Media media player ("Player"), provided that Global Media shall provide
Network Associate with 50% of the Net Advertising Revenue from the Player.
Notwithstanding the foregoing, Global Media shall not sell any advertising
on the Player that includes an audio component that would interrupt or
interfere with the audio stream of Network Associate's content unless such
audio component of the advertisement is engaged by a user's affirmative
click-through to the advertisement. Global Media also shall not sell any
advertising on the Player that will conflict with an exclusive granted by
Network Associate. In no event shall Global Media record, sell, resell, or
substitute advertising for, any of Network Associate's content streamed
through the Player.
4. Global Media may ask the Network Associate to provide an image space on
each of its websites or channels at no cost to us. Such image space shall
be used for advertising or other purposes intended to generate revenue or
other benefits. The Network Associate may make the image space available to
Global Media at the Network Associate's sole
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discretion. In the event that Global Media uses this image space for
advertising, you shall be entitled to fifty percent (50%) of the Net
Advertising Revenue generated from such image space. In the event Global
Media uses such image space for other purposes, Global Media and the
Network Associate shall mutually agree on how to split any revenue
generated from the image. In the event that Global Media defaults under
this Agreement, Global Media shall cease the use of such image space.
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