"RTC" means the material omitted has been filed with the Securities and
Exchange Commission with an application requesting confidential treatment.
LICENSE AND PROMOTION AGREEMENT
This License and Promotion Agreement (this "Agreement") is entered into as of
November 9th 1999 (the "Effective Date") by and between SportsLine USA, Inc.
("SPLN"), a Delaware corporation with its principal place of business at 0000 XX
0xx Xxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 and PredictIt, Inc. ("Company"), a
Delaware corporation with its principal place of business at 000 0xx Xxx., 0xx
Xxxxx, Xxx Xxxx, XX 00000 and recites and provides as follows:
RECITALS
1. SPLN and/or its affiliates operate certain sports-oriented online
services distributed via various platforms including but not limited to
on the World Wide Web (the "Web") portion of the Internet including the
CBS SportsLine service (the "SportsLine Service"), the Vegas Insider
service (the "Vegas Insider Service"), and xxxx.xxxxxx.xxx (the "Tips
Service").
2. Company operates an end user generated online sports prediction-service
(the "Company Service") distributed via various platforms including but
not limited to on the Web at URL xxxx://xxx.xxxxxxxxx.xxx.
3. For purposes of this Agreement, "Internet" shall mean a global network
of interconnected computer networks, each using the Transmission
Control Protocol/Internet Protocol (and/or such other standard network
interconnection protocols as may be adopted from time to time), which
is used to transmit content that is directly or indirectly delivered to
a computer or other digital electronic device for display to an
end-user, whether delivered through online browsers, commercial online
services, offline browsers (a browser that allows users to access a
site without requiring an online connection) or through push
technology, electronic mail, broadband distribution (high bandwidth
above 56kb), satellite, wireless or otherwise.
4. Company agrees to design, produce, host, operate, maintain and support
three different co-branded private label versions of the Company
Service on behalf of SPLN and its affiliates in accordance with the
terms and conditions of this Agreement (each, a "Co-Branded Service";
and collectively the "Co-Branded Services").
AGREEMENT
NOW THEREFORE, for and in consideration of the mutual terms and conditions set
forth herein, and other good and valuable consideration, the adequacy of which
are hereby acknowledged, the parties agree as follows:
1. Recitals. The Recitals are incorporated herein by reference.
2. Term. This Agreement shall commence on the Effective Date and shall
continue for a period of three (3) years from the date of launch of the
first Co-Branded Company Service, unless earlier terminated as provided
herein (the "Term"). For purposes of the foregoing, the date of launch
shall be the date on which the first Co-Branded Service is generally
available to end users (the "Launch Date"). SPLN and Company shall use
commercially reasonable efforts to ensure that all Co-Branded Services
are generally available to end users no later than ninety (90) days
after the Effective Date.
3. Co-Branded Service.
------------------
a) Design ,Creation and Maintenance of Co-Branded Services. Company
shall design, develop and maintain the
following three (3) versions of the Co-Branded Service:
i) A version co-branded for the SportsLine Service (the
"SportsLine Co-Branded Service") which shall be accessible at
the second level domain xxxxxxxxxx.xxx (or other second level
domain designated in the sole and exclusive discretion of
SPLN) under a "predictit" tertiary domain (i.e.,
xxxxxxxxx.xxxxxxxxxx.xxx) or other third level domain
CONFIDENTIAL AND PROPRIETARY
-1-
mutually agreed upon between the parties. The SportsLine
Co-Branded Service shall each have the "look and feel" of the
SportsLine Service as designated by SPLN in its sole
discretion, with mutually agreed upon Company and SPLN
co-branding. All navigation within the pages of the SportsLine
Co-Branded Service shall link only to other pages within the
SportsLine Co-Branded Service (i.e., all links will stay
in-channel on the "xxxxxxxxxx.xxx" domain) or to the
SportsLine Service. SPLN shall have the option of designing
and hosting an intermediate "jump page" on its servers which
shall provide information about the SportsLine Co-Branded
Service and provide links for SportsLine Service end users to
register for and log-in to the SportsLine Co-Branded Service.
Company will launch the SportsLine Co-Branded Service only
upon final written approval from SPLN. Company shall be solely
responsible for all programming content of the SportsLine
Co-Branded Service subject to the SportsLine Service Content
Standards attached hereto as Exhibit A and subject to change
with prior written notice to Company. SPLN shall have the
right to demand immediate removal of any content on the
SportsLine Co-Branded Service that it (or CBS) finds
objectionable in its sole discretion. SPLN shall have the
right to approve and modify, in the sole and exclusive
discretion of SPLN, the SportsLine Co-Branded Service end user
terms of service.
ii) A version co-branded for the Vegas Insider Service (the "Vegas
Co-Branded Service") which shall be accessible at the second
level domain xxxxxxxxxxxx.xxx (or other second level domain
designated in the sole and exclusive discretion of SPLN) under
a "predictit" tertiary domain (i.e.,
xxxxxxxxx.xxxxxxxxxxxx.xxx or other third level domain
mutually agreed upon between the parties). The Vegas
Co-Branded Service shall have the "look and feel" of the Vegas
Insider Service as designated in the sole and exclusive
discretion of SPLN with mutually agreed upon Company and SPLN
co-branding. All navigation within the pages of the Vegas
Co-Branded Service shall link only to other pages within the
Vegas Co-Branded Service (i.e., all links will stay in-channel
on the "xxxxxxxxxxxx.xxx" domain) or to the Vegas Insider
Service. SPLN shall have the option of designing and hosting
an intermediate "jump page" on its servers which shall provide
information about the Vegas Co-Branded Service and provide
links for Vegas Insider Service end users to register for and
log-in to the Vegas Co-Branded Service. Company will launch
the Vegas Co-Branded Service only upon final written approval
from SPLN. Company shall be solely responsible for all
programming content of the Vegas Co-Branded Service subject to
the Vegas Insider Service Content Standards attached hereto as
Exhibit B and subject to change with prior written notice to
Company. SPLN shall have the right to demand immediate removal
of any content on the Vegas Co-Branded Service that it finds
objectionable in its sole discretion. SPLN shall have the
right to approve and modify, in the sole and exclusive
discretion of SPLN, the Vegas Insider Co-Branded Service end
user terms of service.
iii) A version co-branded for the Tips Service (the "Tips
Co-Branded Service") which shall be accessible at
the second level domain xxxxxx.xxx (or other second level
domain designated in the sole and exclusive discretion of
SPLN) under a "predictit" tertiary domain (i.e.,
xxxxxxxxx.xxxxxx.xxx or other third level domain mutually
agreed upon between the parties). The Tips Co-Branded
Service shall have the "look and feel" of the Tips Service as
designated in the sole and exclusive discretion of SPLN with
mutually agreed upon Company and SPLN co-branding. All
navigation within the pages of the Tips Co-Branded Service
shall link only to other pages within the Tips Co-Branded
Service (i.e., all links will stay in-channel on the
"xxxxxx.xxx" domain) and to the Tips Service. SPLN shall have
the option of designing and hosting an intermediate "jump
page" on its servers which shall provide information about the
Tips Co-Branded Service and provide links for Tips Service end
users to register for and log-in to the Tips Co-Branded
Service. Company will launch the Tips Co-Branded Service only
upon final written approval from SPLN. Company shall be solely
responsible for all programming content of the
CONFIDENTIAL AND PROPRIETARY
-2-
SportsLine Co-Branded Service subject to the Tips Service
Content Standards attached hereto as Exhibit C and subject to
change with prior written notice to Company. SPLN shall have
the right to demand immediate removal of any content on the
Tips Co-Branded Service that it finds objectionable in its
sole discretion. SPLN shall have the right to approve and
modify, in the sole and exclusive discretion of SPLN, the Tips
Co-Branded Service end user terms of service.
iv) "SPLN Materials" shall mean any proprietary images, artwork,
text, graphics (including, without limitation the SportsLine
Service user interface, the Vegas Insider Service user
interface and the Tips Service user interface) or other
information or materials owned, controlled by or licensed to
SPLN and/or its affiliates and provided to Company hereunder.
b) Hosting and Operation. Company shall host the Co-Branded
Services on a 24/7 basis on servers owned by Company at the
domains set forth in sub-section 3(a) above and in conformance
with the Co-Branded Services Operating Standards set forth in
Exhibit F attached hereto.
c) Co-Branded Service Features.
i) At a minimum, the SportsLine Co-Branded Service shall provide
a platform for SportsLine Co-Branded Service end users to (a)
make predictions on upcoming sporting events, and (b) to view
both past and future predictions of other SportsLine
Co-Branded Service end users and end users of other similar
Company Services other than the Co-Branded Company Services
(it being understood that such other end users shall not be
identified according to the Company Service through which they
are participating). In addition, the prediction performance of
each participating end user will be tracked and rated
according to Company's rating system, the results of which
shall be made generally available to all SportsLine Co-Branded
Service end users in a format acceptable to SPLN. Each
SportsLine Co-Branded Service end user will be rewarded by
Company every time such end user's future predictions are
viewed by other end users in the Company System in accordance
with Section 3(c)(iv) below. For purposes of this Agreement,
"Company System" shall mean the aggregate of Co-Branded
Services and other non-SPLN branded Company Services. The
SportsLine Co-Branded Service shall be limited to
"straight-up" (win/lose) prediction types (i.e., no odds or
against the spread predictions) and no wagering line of any
kind may be used in conjunction with the SportsLine Co-Branded
Service. The SportsLine Co-Branded Service shall consist of
all elements and functionality of the Company Service as of
the Effective Date, except as directed by SPLN. In addition,
at no additional cost to SPLN, Company shall integrate into
the SportsLine Co-Branded Service all new features developed
by Company. Revenue from any such additional service features
integrated into the SportsLine Co-Branded Service shall be
shared by the parties in a mutually agreed upon manner,
subject to [RCT] prior written approval.
ii) At a minimum, the Vegas Co-Branded Service shall: provide a
platform for Vegas Insider Co-Branded Service end users to,
(a) make predictions on upcoming sporting events, and (b) to
view both past and future predictions of other similar Vegas
Co-Branded Service end users and end users of other Company
Services other than the Co-Branded Company Services (it being
understood that such other end users shall not be identified
according to the Company Service through which they are
participating). In addition, the prediction performance of
each participating end user will be tracked and rated
according to Company's rating system, the results of which
will be made generally available to all Vegas Co-Branded
Service end users in a format acceptable to Vegas Insider.
Each Vegas Co-Branded Service end user will be rewarded by
Company every time an end user's future predictions are viewed
by other end users in the Company System in
CONFIDENTIAL AND PROPRIETARY
-3-
accordance with Section 3(c)(iv) below. The Vegas Insider
Co-Branded Service shall consist of all elements and
functionality of the Company Service as of the Effective Date,
except as directed by SPLN. In addition, at no additional cost
to SPLN, Company shall integrate into the Vegas Co-Branded
Service all new features developed by Company, subject to SPLN
prior written approval. Revenue from any such additional
service features integrated into the Vegas Co-Branded Service
shall be shared by the parties in a mutually agreed upon
manner.
iii) At a minimum, the Tips Co-Branded Service shall provide a
platform for Tips Co-Branded Service end users to, (a) make
predictions on upcoming sporting events, and (b) to view both
past and future predictions of other similar Tips Co-Branded
Service end users and end users of other Company Services
other than the Co-Branded Company Services (it being
understood that such other end users shall not be identified
according to Company Service through which they are
participating). In addition, the prediction performance of
each participating end user will be tracked and rated
according to Company's rating system, the results of which
will be made generally available to all Tips Co-Branded
Service end users in a format acceptable to SPLN. Each Tips
Co-Branded Service end user will be rewarded by Company every
time an end user's future predictions are viewed by other end
users in the Company System in accordance with Section
3(c)(iv) below. The Tips Co-Branded Service shall consist of
all elements and functionality of the Company Service as of
the Effective Date, except as directed by SPLN. In addition,
at no additional cost to SPLN, Company shall integrate into
the Tips Co-Branded Service all new features developed by
Company, subject to SPLN prior written approval. Revenue from
any such additional service features integrated into the Tips
Co-Branded Service shall be shared by the parties in a
mutually agreed upon manner.
iv) Company shall, at Company's sole expense, compensate end users
of the Co-Branded Services in accordance with the following:
(a) end users of the Co-Branded Services that post predictions
on future sporting events shall earn a credit in the amount of
[RCT] for each other end user of the Company System
(regardless of the service through which the end user is
participating) that draws a page view containing such
predictions. For purposes of calculating such credits, the
maximum credit to which an end user posting predictions is
entitled shall be [RCT] per prediction access. For purposes
of the foregoing, a "prediction access" shall mean a single
page view per calendar day of a posting end users' predictions
within a single sports category (e.g. NFL) by a unique end
user other than the end user whose predictions are viewed
(it being understood that within a single calendar day, any
one page view shall count towards a credit regardless of the
number of page views and the number of predictions posted
within a single category). Once an end user accumulates
credits equivalent to [RCT] or greater. Company shall tender
payment, denominated in US funds, equivalent to the dollar
and cent value of the user's accrued credits for the most
recent period reported. Accrued credits are calculated by
taking the end user's lifetime accrued credits less the value
of any payments previously issued to such end user by Company.
Users who have earned money will receive payment by check
sent through US Mail during the month following the end of the
quarter in which the money was accrued. The Co-Branded
Services shall provide end users of the Co-Branded Services
with an online accounting function for end users of the
Co-Branded Services to view real-time page views of such end
users' predictions and compensation balance and the date on
which the compensation payment will sent to such end user.
Company will provide SPLN with quarterly reporting of all
payments made to end users of the Co-Branded Services.
CONFIDENTIAL AND PROPRIETARY
-4-
d) Co-Branded Service Customer Support. At no additional cost to
SPLN or its affiliates and at no cost to end users, Company
shall provide end users of each Co-Branded Service with the
following customer support services:
i) up-to-date online support information, including
FAQ's; telephone support during Company's regular
business hours as follows: Monday through Friday 9:00
a.m. to 6:00 p.m. Eastern Time. Company will provide
a dedicated phone mail extension for off-hours with a
call back to users provided on next business day.
ii) Email support with email response time by Company to
end users of each Co-Branded Service not to exceed
twenty-four (24) hours from receipt of end user
emails, or next business day during times outside of
the Company's regular business hours.
iii) At no additional cost to SPLN or its affiliates,
Company agrees to increase levels of customer service
(including, without limitation, hours of coverage,
quantity and quality of telephone service
representatives and email response) as necessary and
required to maintain the highest quality end user
experience.
e) Co-Branded Services Back End Technical Support. At no
additional cost to SPLN or its affiliates, Company shall
provide SPLN live emergency technical support via telephone on
a [RCT] basis. Company shall provide SPLN with any names,
phone numbers, email addresses and pager numbers required in
connection with the foregoing.
f) Continuation of Service. In the event that SPLN no longer
wishes to offer the Co-Branded Service to its end users, it
shall have the right to allow this Agreement to expire
pursuant to the terms hereof. In such case, Company shall stop
offering the Co-Branded Services to end users of the
Co-Branded Service upon such expiration, but will continue to
support services for all end users who registered for such
services during the Term prior to the expiration date.
Following the expiration or earlier termination of this
Agreement, SPLN shall have the right, but not the obligation:
i) to maintain a log-in portal or link on the SportsLine
Service, the Vegas Service and the Tips Service or
other service as designated in the sole and exclusive
discretion of SPLN or its affiliates to enable
existing end users to access the Company Service at a
mutually agreed upon version of the Company Service;
and
ii) if SPLN elects to provide such services, Company
shall be responsible for the orderly transfer of all
relevant data for end users at SPLN designated
domains to SPLN such that SPLN and/or its affiliates
can continue the provision of services for such end
users.
g) Services Exclusivity. Company will not provide any [RCT]
or [RCT], or [RCT] with or on behalf of any of the following
parties within the [RCT] market ("Services Competitors")
during the Term. Services Competitors include any [RCT] or
[RCT] (currently including, [RCT] or any affiliates of the
foregoing). Services Competitors may be modified from time
to time based upon mutual agreement.
h) Advertising Exclusivity. Company will not [RCT] or [RCT]
advertising for any [RCT] or [RCT] of any advertising
competitors within the Remnant Inventory on the SportsLine
Co-Branded Service, as defined in Section 5 ("each an
"Advertising Competitor", collectively "Advertising
Competitors") during the Term. Advertising Competitors
include, but is not limited, to: (i) any [RCT] or [RCT]
(including but not limited to
CONFIDENTIAL AND PROPRIETARY
-5-
[RCT]; (ii) the [RCT] related division of any [RCT]
(including but not limited to [RCT]); (iii) the [RCT] related
division of any [RCT] or similar [RCT] (regardless of whether
such service is accessible through the Internet or otherwise);
(iv) any Internet or Web based [RCT] (e.g., [RCT]); and (v)
any [RCT] of [RCT] including but not limited to [RCT] (or
any of their respective affiliates).
i) Communications. Company shall be exclusively responsible for
all communications with end users of the Co-Branded Services.
In the event an end user of the Co-Branded Services contacts
Company or Company receives a communication regarding SPLN, or
otherwise related to the subject matter of this Agreement
(including but not limited to or from end users of the
Co-Branded Services, or parties or organizations considered in
the trade as VIP (e.g., attorneys, the Better Business Bureau,
the United States Postal Service, governmental agencies and
consumer columnists or advocates)), Company shall immediately
forward such communications to SPLN and SPLN may handle such
communication in the sole and exclusive discretion of SPLN.
4. SPLN Obligations.
a) Service Promotion and Integration. Subject to the terms and
conditions herein, SPLN shall promote, or, as applicable,
cause its affiliates to promote, the Co-Branded Services as
set forth in Exhibit D attached hereto. Notwithstanding the
foregoing, SPLN reserves the sole and exclusive right to
provide substitute promotional placements and/or integration
of the Co-Branded Services of comparable value as determined
in cooperation with Company but in all events in the sole and
exclusive discretion of SPLN or its affiliates.
b) Registration Page. SPLN shall set up a fully automated
co-branded registration area on each of the SportsLine
Service, the Vegas Insider Service and the Tips Service
(collectively the "Co-Branded Services Registration Area")
which will allow end users of each respective service to
register for the SportsLine Co-Branded Service, the Vegas
Co-Branded Service and the Tips Co-Branded Service, as
applicable. SPLN or its affiliates shall transmit all such
data collected via the Co-Branded Service Registration Area to
Company as necessary for Company to provide such end users
immediate access to the version of the Co-Branded Service for
which such end user registered.
c) Dedicated Personnel: SPLN will make available to Company the
necessary personnel to oversee the relationship between the
parties as contemplated hereunder.
5. Advertising/Sponsorships: Responsibility for Sales. SPLN and
its affiliates shall have the [RCT] right to sell all
advertising inventory (as of the Effective Date banner ad
space is anticipated to be sized at approximately 468x60
pixels and shall be positioned as a header at the top of each
page of the Co-Branded Services) in each Co-Branded Service,
inclusive of all sponsorship(s) (defined as a non-rotating
advertising placement within the Co-Branded Services). All
advertising inventory shall be sold through the [RCT] and the
participants of which shall be determined in [RCT]
discretion. As used herein [RCT] means a network of Web sites
for which [RCT] or its affiliates is providing advertising
sales services. [RCT] will assign an advertising associate
to [RCT] account to coordinate advertising sales for the
Co-Branded Services. [RCT] will use, and will cause its
affiliates, as applicable, to use commercially reasonable
efforts to sell the advertising and sponsorship inventory
within the applicable Co-Branded Service at the prevailing
market rates, and shall manage all advertising, and
sponsorship
CONFIDENTIAL AND PROPRIETARY
-6-
inventory within the Co-Branded Services through proprietary
[RCT] or third party advertising management software and tools
as determined by [RCT] and its affiliates in their sole
discretion.
a) "Net Advertising Revenue" shall mean the amounts [RCT] by the
selling party for the sale of banner advertising and
sponsorships, other approved advertising or sponsorships
hereunder minus [RCT].
b) Unsold Inventory. Use of unsold advertising and sponsorship
inventory ("Remnant Inventory") in each Co-Branded Service
shall be subject to the following conditions:
i) SportsLine Co-Branded Service. Company and SPLN shall share
Remnant Inventory on a [RCT] basis. [RCT] shall have the right
to sell run-of-site advertising and to serve advertising
promoting [RCT] and its affiliates within its share of Remnant
Inventory. [RCT] shall have the right to sell its share of
Remnant Inventory in collaboration with similar selling by
SPLN with respect to [RCT]-controlled (or [RCT] affiliate
controlled) properties. Company will use commercially
reasonable efforts to sell the Remnant Inventory within the
SportsLine Co-Branded Service at the prevailing market rates.
[RCT] allocation of available Remnant Inventory for sale
shall be based on the rolling [RCT] of Remnant
Inventory in the preceding calendar quarter subject to any
diminishment of available Remnant Inventory resulting from
sales during the current calendar quarter. No Remnant
Inventory may be sold, bartered to or otherwise used for the
benefit of any [RCT], and shall be subject to [RCT]
or, as applicable, [RCT] affiliate advertising guidelines.
In addition, [RCT] shall have the right to remove any
advertisement that [RCT] or its applicable affiliate and/or
[RCT] reasonably finds objectionable. Notwithstanding the
foregoing, no advertising or other promotion within the
SportsLine Co-Branded Service may promote gambling,
pornography, alcohol, any Advertising Competitors or any CBS
competitors or other objectionable advertising without SPLN's
prior written approval.
ii) Vegas Co-Branded Service. [RCT] shall have the right to serve
advertising promoting [RCT] and its affiliates within [RCT]
of Remnant Inventory on the Vegas Co-Branded
Service. [RCT] will have the right to direct [RCT]
to serve advertisements that promote the Vegas Co-Branded
Service and other mutually agreed upon co-branded products or
services on [RCT] of Remnant Inventory within the
Vegas Co-Branded Service.
iii) Tips Co-Branded Service. [RCT] shall have the right to run
internal advertisements on [RCT] of Remnant
Inventory on the Tips Co-Branded Service. [RCT] will have
the right to direct [RCT] to serve advertisements that promote
the Tips Co-Branded Service and other mutually agreed upon
co-branded products or services on [RCT] of
Remnant Inventory within the Tips Co-Branded Service.
c) Reporting. [RCT] will provide [RCT] with reports containing
advertising sales and click through performance in accordance
with Exhibit E attached hereto. [RCT] will provide [RCT] with
reports which contain information containing advertising sales
and traffic performance in accordance with Exhibit E. Delivery
of such reports will be in a mutually agreed upon electronic
format and schedule.
6. Financial Terms.
a) Promotional Fee. In consideration for the integration of the
Company Co-Branded Services and related promotion as set forth
herein, Company shall pay SPLN a guaranteed, non-refundable
fee of one million dollars ($1,000,000) payable in accordance
with the following:
CONFIDENTIAL AND PROPRIETARY
-7-
i) Annual Fee. Two hundred fifty thousand dollars
($250,000) upon execution of this agreement, and two
(2) payments of two hundred fifty thousand dollars
($250,000) each due and payable on the first and
second anniversaries of the Effective Date,
respectively.
ii) Marketing Fees. SPLN shall invoice Company over the
Term for all expenses and costs related to the Co-Op
Marketing Platform as described in Paragraph 4 of
Exhibit D, subject to a maximum of two hundred fifty
thousand dollars ($250,000).
b) Advertising and Sponsorship Revenue. Commencing on the Launch
Date, and on each anniversary of the Launch Date, Company
shall receive one hundred percent (100%) of Net Advertising
Revenue generated in association with the Co-Branded Services
up to an aggregate maximum of two hundred and fifty thousand
dollars ($250,000) (the "Annual Recoupment") during the twelve
(12) month period immediately following the Launch Date or an
anniversary of the Launch Date, as applicable. Notwithstanding
the foregoing, if Net Advertising Revenue satisfies the Annual
Recoupment during any year of the Term the parties shall share
Net Advertising Revenue on a 50/50 basis until the next
anniversary of the Launch Date at which time Company shall be
entitled to receive one hundred percent (100%) of Net
Advertising Revenue in accordance with this sub-section 6(b).
c) Production Costs. Company shall be solely responsible for all
costs associated with designing, producing, hosting,
operating, maintaining and supporting each Co-Branded Service,
including but not limited to, the provision of hosting
services, procuring system operating software and hardware,
all network and connectivity costs, and providing customer and
technical support as provided herein.
d) Other Revenue. Any other services and/or features offered as
part of the Co-Branded Services shall be on a mutually agreed
upon basis, including but not limited to the financial terms
thereof, and shall be subject to the written approval by SPLN.
e) Payments. [RCT] shall remit payment of amounts due to [RCT]
hereunder within [RCT] days of the end of each calendar
quarter.
7. User Data.
a) User Data. For the purposes of this Agreement, "User Data"
means all [RCT] information (including but not limited to
[RCT] and any other [RCT] collected) submitted by users via
the Co-Branded Service and/or the Co-Branded Service
Registration Area to either party during the Term. The parties
acknowledge that any individual end user of the Internet could
be a user of the Company Service and/or the SportsLine Service
and/or the Vegas Insider Service and/or the Tips Service
through activities unrelated to this Agreement and/or the
Co-Branded Service, and that user data gathered independent of
this Agreement and/or the Co-Branded Service will not be
deemed to be User Data for the purposes of this Agreement.
User Data will be deemed to be the [RCT] of the parties
during the Term, subject to [RCT] prior written approval of
any and all [RCT] database-related activity (to include but
not be limited to the use of user data for direct
communication with end users via email or other intrusive
means of communications) and in accordance with the following
restrictions:
i) User Data shall be used solely for [RCT] own purposes
subject to applicable law, user privacy requests and
mutually agreed upon privacy guidelines which must
permit each party to comply with the commercially
reasonable certification guidelines established by
[RCT] and [RCT] respective privacy certification
authorities.
ii) Company will not sell, disclose, transfer or rent any
User Data to any third party.
CONFIDENTIAL AND PROPRIETARY
-8-
iii) Company shall not use User Data to send unsolicited,
commercial e-mail (i.e., "spam") , absent a Prior
Business Relationship. For purposes of this
Agreement, a "Prior Business Relationship" means that
a user to whom commercial e-mail is being sent has
voluntarily either (i) engaged in a transaction with
Company, or (ii) provided information to Company
through a contest, registration, or other
communication, which included clear notice to the
user that the information provided could result in
commercial e-mail being sent to that user by Company.
iv) Upon the expiration or earlier termination of this
Agreement, all [RCT] rights to the User Data
granted to [RCT] hereunder shall terminate and
automatically revert to [RCT] and [RCT] shall
immediately discontinue the use of the User Data and
thereafter shall no longer use or have the right to
use the User Data.
v) This Section 7 shall survive the expiration or
earlier termination of this Agreement.
8. SPLN Services.
a) SportsLine Service. Other than as expressly provided herein
with respect to promotion and integration of the SportsLine
Co-Branded Service, SPLN shall have sole and absolute
discretion to determine all aspects of the operation of the
SportsLine Service and all matters relating to the content,
structure and sequence of material appearing on the SportsLine
Service. In addition, SPLN shall have sole and absolute
discretion to determine the amount and basis of any fee
charged to subscribers for use of the SportsLine Service, and
SPLN exclusively will xxxx for and collect all fees charged to
subscribers to use the SportsLine Service. Nothing in this
Agreement shall limit SPLN's rights regarding charges for any
aspect of the SportsLine Service (including any product or
service offered by SPLN, whether alone or in conjunction with
others, through means of the SportsLine Service).
b) Vegas Insider Service. Other than as expressly provided herein
with respect to promotion and integration of the Vegas
Co-Branded Service, SPLN shall have sole and absolute
discretion to determine all aspects of the operation of the
Vegas Insider Service and all matters relating to the content,
structure and sequence of material appearing on the Vegas
Insider Service. In addition, SPLN shall have sole and
absolute discretion to determine the amount and basis of any
fee charged to subscribers for use of the Vegas Insider
Service, and SPLN exclusively will xxxx for and collect all
fees charged to subscribers to use the Vegas Insider Service.
Nothing in this Agreement shall limit SPLN's rights regarding
charges for any aspect of the Vegas Insider Service (including
any product or service offered by SPLN, whether alone or in
conjunction with others, through means of the Vegas Insider
Service).
c) Tips Service. Other than as expressly provided herein with
respect to promotion and integration of the Tips Co-Branded
Service, SPLN shall have sole and absolute discretion to
determine all aspects of the operation of the Tips Service and
all matters relating to the content, structure and sequence of
material appearing on the Tips Service. In addition, SPLN
shall have sole and absolute discretion to determine the
amount and basis of any fee charged to subscribers for use of
the Tips Service, and SPLN exclusively will xxxx for and
collect all fees charged to subscribers to use the Tips
Service. Nothing in this Agreement shall limit SPLN's rights
regarding charges for any aspect of the Tips Service
(including any product or service offered by SPLN, whether
alone or in conjunction with others, through means of the Tips
Service).
9. Proprietary Rights and License.
a) SPLN Content and Marks. SPLN and its affiliates shall retain
all right, title, and interest in the SportsLine Service, the
Vegas Insider Service and the Tips Service and related
intellectual
CONFIDENTIAL AND PROPRIETARY
-9-
property, and to their respective logos, trademarks, service
marks, copyrights and all other intellectual property ("SPLN
Intellectual Property"). Subject to the terms and conditions
of this Agreement, SPLN hereby grants to Company a worldwide
license to use VI, SPLN Europe and SPLN's logos, trademarks,
and service marks in connection with Company's performance of
its obligations hereunder during the Term; provided that such
use is in accordance with VI, SPLN Europe and SPLN's
then-current trademark usage guidelines, as applicable.
b) Materials License. SPLN hereby grant, and shall cause its
applicable affiliates to grant, to Company, during the Term, a
non-transferable, non-exclusive, limited license to use the
SportsLine Materials solely as necessary to perform Company's
obligations herein.
c) Proprietary Rights. Company acknowledges and agrees that SPLN
and its affiliates own and shall retain all rights, title and
interest in and to the SportsLine Materials, including,
without limitation, all copies thereof and all rights to
patents, copyrights, trademarks, service marks, trade secrets
and other intellectual property rights inherent therein and
appurtenant thereto.
d) Expiration or Termination. Upon the expiration or earlier
termination of this Agreement, all Company rights to the
SportsLine Materials granted to Company hereunder shall
terminate and automatically revert to SPLN and Company shall
immediately discontinue the use of the SportsLine Materials
and thereafter shall no longer use or have the right to use
the SportsLine Materials.
e) Proprietary Notices. SPLN shall have the right to place
proprietary notices of SPLN and its suppliers on the
Co-Branded Services in accordance with the terms and
conditions of this Agreement.
f) Company Content and Marks. Except for content provided by SPLN
or its affiliates to Company and rights otherwise reserved to
SPLN, Company shall retain all right, title, and interest in
and to the Company Service and related intellectual property,
and Company's logos, trademarks, service marks, copyrights and
all other intellectual property ("Company Intellectual
Property"). Subject to the terms and conditions of this
Agreement, Company hereby grants to SPLN a worldwide license
to use Company's logos, trademarks, and service marks in
connection with SPLN's performance of its obligations
hereunder during the Term; provided that such use is in
accordance with Company's then-current trademark usage
guidelines. In addition, Company hereby grants to SPLN and its
affiliates a world-wide royalty free license to:
i) use, copy, display (privately or publicly), publish
and distribute the Co-Branded Services or any portion
thereof, together with all Company trademarks,
service marks, trade name, and logos related thereto
in any electronic medium and in connection with any
demonstration, promotion or advertisement of the
Co-Branded Services in any medium, whether now known
or hereinafter devised; and
ii) store, process, retrieve, and transmit the Co-Branded
Services, or any portion thereof, through the
SportsLine Service, the Vegas Insider Service, and
the Tips Service..
iii) SPLN's and its affiliates' rights hereunder shall
include, but not be limited to, SPLN's right to offer
end users of the Co-Branded Service the option of
printing and downloading the Co-Branded Service or
any portion thereof as a function of the SportsLine
Service generally. The foregoing licenses shall
terminate immediately upon any expiration or earlier
termination of this Agreement.
g) Approvals. Each party shall notify the other of its intended
use of the other party's' trademarks, logos or any other
associations that it desires to use in its advertising and
promotions and any such use shall be subject to the other
party's prior written consent, which consent shall not be
CONFIDENTIAL AND PROPRIETARY
-10-
unreasonably withheld. The other party shall have seven (7)
days from the date of receipt of such notice to provide the
requesting party with a written response. Failure to respond
will be construed as consent.
10. Representation and Warranties.
a) Each party represents and warrants that:
i) it has full power and authority to enter into this
Agreement and to grant the rights and licenses
granted hereunder;
ii) it will comply with all applicable laws, rules and
regulations governing the services to be performed
hereunder; and
iii) it possesses all copyright, trademark, patent, trade
secret and similar property and other rights which
are necessary for performance of this Agreement.
b) In addition, Company represents and warrants to SPLN that:
i) the Co-Branded Services, and all components thereof,
and all Company Intellectual Property shall be
Company's original creation or duly licensed to
Company and shall not infringe the patent, copyright,
trademark, trade secret or other proprietary right of
any third party;
ii) the SportsLine Co-Branded Service shall be in
compliance with the SPLN Service Content Standards.
iii) the Tips Co-Branded Service shall be in compliance
with the Tips Service Content Standards.
iv) the Vegas Co-Branded Service shall be in compliance
with the Vegas Insider Service Content Standards.
v) the Co-Branded Services shall be in compliance with
the Co-Branded Services Operating Standards attached
hereto as Exhibit F.
vi) all hardware/software used to provide the services
hereunder will prior to, during or after the calendar
year 2000, include or shall include, at no added cost
to SPLN, design and performance so that SPLN shall
not experience abnormally ending and/or invalid
and/or incorrect results from the Co-Branded Service.
The hardware/software used to provide the services
hereunder shall ensure year 2000 computability and
shall include, but not be limited to, date data
century recognition, calculations that accommodate
same century and multicentury formulas and date
values, and date data interface values that reflect
the century;
vii) there is no pending or, to the best of Company's
knowledge, threatened litigation, including court,
administrative or arbitral proceedings, which if
decided adversely to Company would interfere in any
material manner whatever with Company's or SPLN's
rights to use the produce, maintain and distribute
the Services as contemplated hereunder.
11. Confidentiality.
a) For purposes of this Agreement, "Confidential Information"
shall mean all information disclosed by either party to the
other party, including but not limited to the terms and
conditions of this Agreement or any other agreement between
the parties, trade secrets of the parties, any nonpublic
CONFIDENTIAL AND PROPRIETARY
-11-
information relating to a party's product plans, designs,
ideas, concepts, costs, prices, finances, marketing plans,
business opportunities, personnel, research, development or
know-how and any other nonpublic technical or business
information of a party, or such other information as may be
designated as confidential by the disclosing party. Without
limiting the generality of the foregoing, it is expressly
agreed between the parties that the following information will
be deemed to be Confidential Information, even if not
expressly so marked: the capabilities, technical descriptions
and source code (if any) relating to either party's released
or unreleased software products or services; the marketing and
promotion plans of each party's products or services; either
party's financial information and business practices or
policies; and each party's customer lists and customer
information.
b) All Confidential Information shall be treated as confidential
by the receiving party and may not be copied, reproduced,
published, disseminated or otherwise disclosed to any third
party (excluding affiliated companies of SPLN) without the
disclosing party's written consent or unless required by law.
Each party shall use its best efforts to cause any third
parties that may come into possession of any confidential
information to maintain the confidentiality of such
information.
c) Confidential Information shall not include information that:
(i) is now or subsequently becomes generally available to the
public through no fault or breach on the part of the receiving
party; (ii) the receiving party can demonstrate to have had
lawfully in its possession without an obligation of
confidentiality prior to disclosure hereunder; (iii) is
independently developed by the receiving party without the use
of any Confidential Information of the disclosing party as
evidenced by written documentation; or (iv) the receiving
party lawfully obtains from a third party who has the right to
transfer or disclose it and who provides it without any
obligation to maintain the confidentiality of such
information.
d) If this Agreement or any of its terms or any Confidential
Information must be disclosed under any law, rule or
regulation, the disclosing party shall (i) first give written
notice of the intended disclosure to the other party, within a
reasonable time prior to the time when disclosure is to be
made, (ii) redact mutually agreed upon portions of this
Agreement and any other Confidential Information to the
fullest extent permitted under any applicable laws, rules and
regulations, and (iii) submit a request, to be mutually agreed
upon by the parties, that such portions and other provisions
of this Agreement and/or any other Confidential Information
receive confidential treatment under the laws, rules and
regulations of the body or tribunal to which disclosure is
being made or otherwise be held in the strictest confidence to
the fullest extent permitted under the laws, rules or
regulations of any other applicable governing body.
e) Both parties acknowledge that the unauthorized disclosure or
use of Confidential Information could cause irreparable harm
and significant injury, the precise measure of which may be
difficult to ascertain. Accordingly, each party agrees that
the aggrieved party shall have the right to seek injunctive
relief from any breach of the confidentiality obligations of
this Section, in addition to all other rights and remedies to
which it may have. Both parties agree that each has and shall
retain ownership of all of its own Confidential Information,
and that upon the expiration or termination of this Agreement
each party shall return and shall not retain the Confidential
Information of the other party.
f) Upon the expiration of earlier termination of this Agreement,
each party shall return to the other all Confidential
Information of the other party, and shall certify its
compliance with the foregoing under oath if requested by the
other party.
g) This Section 11 shall survive the expiration or earlier
termination of this Agreement.
12. Insurance. Company shall provide and maintain, at its own expense,
general commercial liability
CONFIDENTIAL AND PROPRIETARY
-12-
insurance, including product liability and advertising injury coverage,
with limits of not less than [RCT] underwritten by companies rated A
or better by A.M. Best, Aa or better by Xxxxx'x or AA or better by
Standard & Poors, and shall cause such policy or policies to be
endorsed to state that SPLN is an additional named insured thereunder.
A certificate of insurance evidencing such coverage shall be furnished
to SPLN within thirty (30) calendar days of the full execution of this
Agreement, and within ten (10) calendar days after any renewal or
replacement thereof. Company shall make all such policies available to
SPLN for inspection upon SPLN's request. Such insurance policy or
policies shall provide that the insurer shall not terminate or
materially modify such policy or remove SPLN as additional named
insured without prior written notice to SPLN at least thirty (30)
calendar days in advance thereof. A breach of this Section 12 shall be
deemed a material breach of this Agreement.
13. Indemnification.
a) Indemnification by Company. Subject to the conditions set
forth in sub-section (c) below, Company shall indemnify and
hold harmless SportsLine and its affiliated companies and
their respective officers, directors and employees from and
against, without limitation, any and all claims, costs,
liabilities, obligations, judgments, fines, penalties,
expenses or damages (including reasonable attorneys' fees and
court costs) arising from or related to any cause of action
brought against SLPN or any of its affiliated companies or
their respective officers, directors and employees by any
person or entity that is not a party to this Agreement (other
than Company's affiliated companies or their respective
officers, directors or employees) arising from or related to
(i) the Company Service, (ii) the Co-Branded Services, (iii)
any breach by Company of any representation or warranty set
forth in this Agreement, and (iv) in connection with any of
the foregoing, including, without limitation, claims by end
users with respect to payments due to such end users and any
claim of any regulatory agencies (e.g. FTC claims).
b) Indemnification by SPLN. Subject to the conditions set forth
in sub-section (c) below SPLN shall indemnify and hold
harmless Company and its affiliated companies and their
respective officers, directors and employees from and against,
without limitation, any and all claims, costs, liabilities,
obligations, judgments, fines, penalties, expenses or damages
(including reasonable attorneys' fees and court costs) arising
from or related to any cause of action brought against Company
or any of its affiliated companies or their respective
officers, directors and employees by any person or entity that
is not a party to this Agreement (other than SPLN's affiliated
companies or their respective officers, directors or
employees) arising from or related to any breach by SPLN of
any representation or warranty set forth in this Agreement.
c) Conditions Precedent to Duty of Indemnification.
i) Notice. A party seeking indemnification under this
section shall give prompt written notice to the
indemnifying party of the commencement or assertion
of any claim or action in respect of which such
indemnified party shall seek indemnification
hereunder.
ii) Settlement; Compromise; Admission of Liability. With
respect to any claim or action with respect to which
a party seeks indemnification, such party shall
obtain the prior written approval of the other party
before entering into or making any settlement,
compromise, admission or acknowledgment (whether by
agreement, consent judgment or otherwise) of the
validity of such claim or action, which approval may
be conditioned upon the procuring a release of the
other party and its affiliated companies and their
respective officers, directors and employees and
confidentiality of any such settlement or compromise,
and, in all events, which approval shall not be
unreasonably withheld.
d) Cooperation. The parties hereto shall extend reasonable
cooperation in connection with the defense of any third-party
action pursuant to this section and, in connection therewith,
shall furnish such records, information, and testimony and
attend such conferences, discovery proceedings,
CONFIDENTIAL AND PROPRIETARY
-13-
hearings, trials, and appeals as may be reasonably requested.
e) Survival. This Section 13 shall survive the expiration or
earlier termination of this Agreement.
14. Limitation Of Liability. NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO
THE CONTRARY HEREIN, EXCEPT WITH A PARTY'S DUTY OF CONFIDENTIALITY
(PURSUANT TO PARAGRAPH 11 ABOVE) AND INDEMNIFICATION (PURSUANT TO
PARAGRAPH 13 ABOVE) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER FOR EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN ANY MANNER ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE BREACH OF ANY TERM, COVENANT,
REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HEREIN, EVEN IF
FORESEEABLE AND/OR ADVISED IN ADVANCE OF THE POSSIBLITY OF SUCH
DAMAGES. This Section 14 shall survive the expiration or earlier
termination of this Agreement.
15. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL SERVICES
PROVIDED BY EITHER PARTY HEREUNDER, INCLUDING BUT NOT LIMITED TO THE
USE OF HARDWARE AND/OR ANY SOFTWARE, ARE "AS IS' WITHOUT WARRANTY OF
ANY KIND, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, OF ANY KIND WHATSOEVER INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN
ADDITION, NEITHER PARTY SHALL BE RESPONSIBLE FOR THE LOSS OF DATA OR
SERVICES RESULTING FROM DELAYS, NONDELIVERIES, MIDSDELIVERIES, OR
SERVICE INTERRUPTION, NOR FOR THE ACCURACY, QUALITY OR NATURE OF
INFORMATION OBTAINED THROUGH ITS SERVICES, NOR THE CONSEQUENCES ARISING
FROM OR RELATED TO ANY VIRUSES TRANSMITTED THROUGH ITS SERVERS. This
Section 15 shall survive the expiration or earlier termination of this
Agreement.
16. Termination.
a) Except as otherwise expressly provided herein, in the event of
a material breach of this Agreement by either party, the other
party may terminate this Agreement on thirty (30) calendar
days' written notice to the breaching party unless the breach
is corrected within the thirty (30) day period. Termination
under this paragraph shall not affect the right of the
non-breaching party to recover damages from the breaching
party. No expiration or termination of this Agreement shall
affect or impair either party's rights or remedies under this
Agreement that have accrued or arisen as of or prior to such
termination. Following the effective date of termination, no
further obligations of either party to the other shall accrue
under this Agreement, provided that termination shall not
relieve either party of any obligations arising prior to the
effective date of termination.
b) In addition to termination under Section 16(a), SPLN shall
have the right to terminate this Agreement immediately:
i) in the event of a Change of Control of Company to a
[RCT] (including, without limitation Advertising
Competitors and Service Competitors) (for purposes
of the foregoing, a "Change of Control" means (A) the
consummation of a reorganization, merger or
consolidation or sale or other disposition of
substantially all of the applicable party's
assets; or (B) the acquisition by any individual,
entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1933, as amended) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under such Act)
of more than 50% of either (x) the then outstanding
shares of common stock of the applicable party; or
(y) the combined voting power of the then outstanding
voting securities of the applicable party entitled to
vote generally in the election of directors.); and
CONFIDENTIAL AND PROPRIETARY
-14-
ii) without liability if Company breaches of the
SportsLine Service Content Standards, the Vegas
Insider Service Content Standards, or the Tips
Service Content Standards or any other restrictions
herein relating to gambling, pornography or alcohol.
17. Remedies. Except as otherwise specifically provided herein, the rights
and remedies granted to a party under this agreement are cumulative and
in addition to, and not in lieu of, any other rights or remedies which
the party may possess at law or in equity.
18. Relationship of the Parties. The parties to this Agreement are
independent contractors, and this Agreement shall not be construed to
create a partnership, joint venture, employment or principal agent
relationship between the parties. Each party shall be solely
responsible to compensate any employees, agents or representatives
employed or engaged by it to perform duties under this Agreement and
for all taxes, imposts, duties and all charges of any governmental
authority arising from its or his activities under this Agreement.
Neither SPLN nor Company, nor any person or entity employed by either
SPLN or Company, are authorized to make any warranty concerning the
other party or incur or assume any obligation or liability for the
other party.
19. Notices. All notices or other communications hereunder shall be in
writing and shall be deemed to be given or made when received (or upon
refusal of delivery) by overnight courier, U.S. mail, registered or
certified, first class, postage prepaid, or confirmed facsimile (with a
copy via one of the aforementioned forms of delivery promptly
thereafter) to the following address or addresses or such other address
or addresses as either party may designate in writing to the other in
accordance with this paragraph:
If to SPLN: SportsLine USA, Inc. With a copy to: SportsLine USA, Inc.
0000 XX 0xx Xxx 0000 XX 0xx Xxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000 Ft. Xxxxxxxxxx, Xxxxxxx 00000
Attn: President Attn: VP, Legal & Business Affairs
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
If to Company: Predict It Corporation
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX, 00000
Attn: President
Facsimile: 000-000-0000
20. Force Majeure. Neither party shall be in default of this Agreement if
failure to perform any obligation hereunder is caused by supervening
conditions beyond the party's control, including acts of God, civil
commotion, strikes, labor disputes, governmental demands or
requirements, or a service interruption from an underlying carrier or
service provider.
21. Press Releases. The parties intend to issue a mutually agreed upon
jointly developed press releases at a mutually agreed upon time
following the execution of this Agreement. Neither party will issue any
additional press releases regarding this Agreement or the relationship
between the parties without the prior written consent of the other
party, which shall not be unreasonably withheld.
22. Amendment; Waiver. No amendment to this Agreement shall be valid unless
such amendment is in writing and is signed by the party against whom
enforcement is sought. Any of the terms and conditions of this
Agreement may be waived at any time in writing by the party entitled to
the benefit thereof, but a waiver in one instance shall not be deemed
to constitute a waiver in any other instance. A failure to enforce any
provision of this Agreement shall not operate as a waiver of the
provision or of any other provision hereof.
CONFIDENTIAL AND PROPRIETARY
-15-
23. Severability. In the event that any provision of this Agreement shall
be held to be invalid, illegal or unenforceable in any circumstances,
the remaining provisions shall nevertheless remain in full force and
effect and shall be construed as if the unenforceable portion or
portions were deleted.
24. Interpretation. This Agreement has been negotiated by the parties and
their respective counsel and shall be interpreted without any strict
construction in favor of or against either party.
25. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Florida. Company hereby consents to personal jurisdiction and venue in
a court of competent jurisdiction in Broward County, Florida or other
jurisdiction in which SPLN may have its principal place of business.
26. Assignment. Neither party may assign its rights nor delegate its duties
under this Agreement, in whole or in part, without the other party's
written consent (which will not be unreasonably withheld nor delayed),
except that SPLN may assign its rights or delegate its duties under
this Agreement, in whole or in part, without the Company's consent, to
a SPLN affiliate or in connection with a merger, reorganization or sale
of all, or substantially all, of SPLN's assets.
27. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes
all prior and/or contemporaneous agreements and understandings, written
or oral between the parties with respect to the subject matter hereof.
28. Headings. Section and paragraph headings are for convenience only and
shall not be deemed a part of this Agreement.
29. Execution in Counterparts. This Agreement may be executed by the
parties in counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
SportsLine USA, Inc. PredictIt, Inc.
By: /s/ Xxxxxxx Xxxx By: /s/ Xxx Xxxxxx
------------------------------ ---------------------------
Name: Xxxxxxx Xxxx Name: Xxx Xxxxxx
Title: President Title: Sr. Vice President
Date: Date:
---------------------------- -------------------------
***** END OF PAGE *****
CONFIDENTIAL AND PROPRIETARY
-16-
The following exhibits have been intentionally omitted:
Exhibit A -- SPLN Service Content Standards
Exhibit B -- Vegas Insider Service Content Standards
Exhibit C -- TIPS Service Content Standards
Exhibit D -- Marketing and Promotional Schedule
Exhibit E -- Usage Reports
Exhibit F -- Co-Branded Services Operating Standards
The Company agrees to furnish supplementally a copy of the omitted
Exhibits upon the Commission's request.
