Exhibit 10.1
AGREEMENT OF COMPROMISE, SETTLEMENT, AND MUTUAL RELEASE
-------------------------------------------------------
This agreement (the "Agreement"), effective as of the 28th day of
September, 2001, (the "Effective Date"), is entered into by and between eDiets,
Inc. ("eDiets ") and America Online, Inc. ("AOL") (hereinafter collectively,
"the Parties").
WHEREAS, eDiets and AOL are the parties to an Interactive Services
Agreement that was entered into on November 23, 2000, in which eDiets has
contracted for services from AOL(hereinafter the "Contract" );
WHEREAS, there is a current balance of [_______________________________
___________________________________________________________] due and payable to
AOL on the Contract ("the Amount Due"), and eDiets is unwilling to pay the
Amount Due to AOL;
WHEREAS, AOL denies any and all wrongdoing of any kind whatsoever on
the part of themselves, their present and former parent, subsidiary, affiliated,
and related corporations or entities, and any shareholders, officers, directors,
agents, partners, or employees of any of the foregoing entities (hereinafter
collectively "the AOL Persons and Entities"); and denies that it or any of the
AOL Persons and Entities have breached any agreement or violated any statute or
provision of the common law; and states that it has fulfilled its obligations
under the Contract;
WHEREAS, the Parties desire to resolve this matter, and, therefore,
have agreed to compromise, settle, and mutually release any and all claims
between them arising out of eDiets' failure to pay the Amount Due, in order to
avoid the further expense, inconvenience, and distraction of burdensome and
protracted litigation;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
agreements contained herein, the Parties agree as follows:
1. eDiets agrees to pay to AOL the single sum of
[_____________________________________________________________
_______________________________________] to America Online, Inc.
no later than October 2, 2001 (hereinafter "the Payment"), which
sum shall constitute full and final settlement of any and all
claims or bases which were asserted or could have been asserted,
all claims for restitution, refund of payment, attorneys' fees,
cost of court, punitive damages, and pre- or post-judgment
interest arising out of eDiets' failure to pay the Amount Due.
eDiets further agrees that AOL and the AOL Persons and Entities
shall have no further obligations under the Contract after the
Effective Date of this Agreement. As of part of this Agreement,
AOL will deliver [_________________________________________]
impressions to eDiets throughout the AOL network as reasonably
determined by AOL during the next three (3) months after the
Effective Date.
2. eDiets shall provide to AOL a report on revenues generated and
payment for all monies owed to AOL under Section 4.3 of the
Contract for any revenue share generated up to September 30, 2001
by October 15, 2001.
3. eDiets shall give [_____________________________] first right of
refusal in the allocation of its [______] advertising spending up
to an amount equal to [_________________________________________
__________________________________________] from the Effective
Date of this Agreement until December 31, 2002 ("First Right
Period"). Accordingly, with regard to any planned [________]
advertising spending by eDiets during the First Right Period,
eDiets shall provide [__________] with an opportunity to match
any third party plan that eDiets may negotiate to reach its
offline advertising objectives. If [__________] can provide
eDiets with an [________] advertising plan that is substantially
similar in a) demographic targets, b) medium or mixture of
mediums (e.g. print vs. radio vs. television), c) dayparts on
specific networks or channels at an equivalent CPM rate, eDiets
shall make such advertising expenditure(s) with [__________].
Notwithstanding the foregoing, in no case will eDiets be forced
to accept an advertising plan from [__________] that does not
completely meet its objectives.
4. eDiets hereby waives, releases, acquits, covenants not to xxx,
and forever discharges AOL and all of the AOL Persons and
Entities from any and all claims, demands, and causes of action
whatsoever, whether known or unknown, which arose or might have
arisen from the beginning of time through and including the date
of the execution of this Agreement, including, but not limited
to, any and all claims, causes of action or demands of any
nature, known or unknown, existing as of the date of this
Agreement, which were made or could have been made as of the
Effective Date of this Agreement.
5. Upon timely receipt of the Payment, AOL will waive, release,
acquit, covenant not to xxx, and forever discharge eDiets from
any claims, demands, and causes of action arising out of eDiets'
failure to pay the Amount Due. AOL's obligations pursuant to this
paragraph shall not be effective until, and are expressly
conditioned on, AOL's timely receipt of the Payment.
6. The Parties each acknowledge that they may hereafter discover
facts different from or in addition to those they now know or
believe to be true with respect to the Amount Due on the Contract
and that they each expressly agree to assume the risk of the
possible discovery of such additional or different facts and
agree that this Agreement shall be and remain effective in all
respects regardless of such additional or different facts
7. The Parties expressly warrant and represent that they have fully
informed themselves of the terms and legal effects of this
Agreement, that no promises or representations have been made to
induce their execution of this Agreement except those set forth
herein, that they have relied on independent judgment and the
advice of their own counsel in executing this Agreement, and that
they have full authority and capacity to execute
2
this Agreement and that the Agreement, once executed, shall be
lawful and binding upon each of them, and their successors,
heirs, assigns, executors, and administrators.
8. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective heirs, successors,
assigns, executors, and administrators.
9. THE PARTIES AND THEIR ATTORNEYS OF RECORD EXPRESSLY AGREE THAT
THE TERMS OF THIS AGREEMENT ARE TO BE KEPT STRICTLY CONFIDENTIAL.
The terms of this Agreement, specifically including but not
limited to the amount set forth in Paragraph 1, including all
documents executed in conjunction with this Agreement, shall not
be revealed to any third persons or entities without the prior
express written consent of AOL; provided that nothing in this
Agreement shall prohibit the Parties from disclosing to third
parties the fact that the matter has been settled on terms
satisfactory to all Parties, without otherwise disclosing such
terms; and provided further than nothing in this Agreement shall
prohibit the Parties from disclosing to their tax advisors,
retained accountants, and tax attorneys such information as is
reasonably necessary in connection with the preparation or review
of that party's income tax returns, financial statements, SEC
filings, so long as said advisors, accountants, and attorneys
have agreed to be bound by the terms of this paragraph prior to
such disclosure. To the extent such disclosure is required by
law, rule, regulation or government or court order, the
disclosing Party will provide at least ten (10) business days
prior written notice of such proposed disclosure to the other
Party. Further, in the event such disclosure is required of
either Party under the laws, rules or regulations of the
Securities and Exchange Commission or any other applicable
governing body, such Party will (i) redact mutually agreed-upon
portions of this Agreement to the fullest extent permitted under
applicable laws, rules and regulations and (ii) submit a request
to the SEC or such governing body that such portions of this
Agreement receive confidential treatment under the laws, rules
and regulations of the Securities and Exchange Commission 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.
10. Each Party represents and warrants that it possesses the
authority and rights necessary to make the grants and commitments
contained herein and that it has not assigned, transferred,
pledged, or hypothecated, or purported to assign, transfer,
pledge, or hypothecate, any actual or alleged causes of action or
claims that would otherwise be subject to this Agreement.
11. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, without regard to
the conflict of laws principles thereunder. eDiets hereby
irrevocably consents to the exclusive jurisdiction of the courts
of the Commonwealth of Virginia and
3
the federal courts situated in the Commonwealth of Virginia in
connection with any action arising under this Agreement.
12. eDiets expressly represents and warrants that it has obtained the
assistance and advice of counsel in connection with this
Agreement. The Parties agree that the terms of this Agreement
were entered into after negotiations and that the terms of this
Agreement shall not be construed against either party as the
drafter of such terms.
13. Each of the covenants and agreements set forth herein are
contractual and not a mere recital and shall survive the
execution hereof.
14. This Agreement may be executed in multiple counterparts and by
facsimile signature and, when fully executed, each counterpart or
facsimile signature shall constitute an original Agreement.
15. This Agreement constitutes the entire agreement between the
Parties. This Agreement supersedes all prior discussion,
negotiations, representations, and agreements, oral or written,
of the parties concerning the subject matter hereof, and all such
prior discussions, negotiations, representations, and agreements,
oral or written, are merged herein and are of no further force or
effect. There are no oral representations or warranties between
or among the Parties of any kind. This Agreement may not be
amended or modified in any respect except by written instrument
signed by all Parties.
16. Any terms of the Contract that expressly by their terms, or by
the terms of the Contract, survive the termination or expiration
of the Contract shall continue in full force and shall not be
deemed ineffective by the existence of this Agreement.
[Signature Block on Next Page]
4
IN WITNESS HEREOF, this Agreement is executed as of the date and year first
written above.
EDIETS, INC.
By:/s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: EVP, Business Development
AMERICA ONLINE, INC.,
By:/s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: VP of Business Development
5
EXHIBIT A
================================================================================
AOL ADVERTISING INSERTION ORDER
================================================================================
[LOGO]
Contract #:
-------------------------
AOL Salesperson: Hope Gurion
--------------------
Sales Coordinator:
------------------
Sales Planner: Xxxxx Xxxxxx
----------------------
Effective Date: 9/28/01
---------------------
Credit Approval Received:
-----------
-------------------------------------------------------------------------------
Advertiser Advertising Agency
----------
-------------------------------------------------------------------------------
Contact Person Xxx Xxxxxxxx
-------------------------------------------------------------------------------
Company Name EDiets Group, Inc. N/A
-------------------------------------------------------------------------------
Address - Line 1 0000 Xxxxxxxxxxxx Xxxx.
-------------------------------------------------------------------------------
Address - Line 2 Xxxxxxxxx Xxxxx, Xxxxxxx 00000
-------------------------------------------------------------------------------
Phone # 000-000-0000
-------------------------------------------------------------------------------
Fax # 000-000-0000
-------------------------------------------------------------------------------
Email Xxx@xxxxxx.xxx
-------------------------------------------------------------------------------
SIC Code
-------------------------------------------------------------------------------
Advertiser IAB Category
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Billing Information
-------------------------------------------------------------------------------
Payment Terms: Advertiser shall provide AOL with the equivalent of [__________].
AOL hereby acknowledges that Advertiser has a credit balance of [_____________]
from a previous agreement with AOL, so Advertiser will only be required to remit
payment in the amount of [_____________] as follows: [_____________] within two
(2) months of the Effective Date and [_____________] within three (3) months of
the Effective Date. Without limiting any other rights or remedies available to
AOL, AOL's distribution and impression commitment specified below are and will
be contingent upon provision by Advertiser of the payment referenced herein
being received upon signing. Any such payment shall be paid in immediately
available, non-refundable U.S. funds wired to the "America Online" account,
[___________________________________________________________________________].
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Advertising Purchase Summary
----------------------------
(See Detailed Carriage Plan on Appendix A)
-------------------------------------------------------------------------------
Total Impressions
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Site and Products
------------------
The HTTP/URL address to be connected to the Advertisement shall be:
http:// xxx.xxxxxx.xxx (the "Advertiser Site").
The products and/or services to be offered or promoted by Advertiser in
the Advertisements are as follows: health and diet services products
(the "Advertiser Products").
Carriage Plan is attached hereto on Schedule A.
2. Impressions Commitment. In the event AOL delivers the impression
-----------------------
commitment provided for hereunder prior to the Display Stop Date, AOL
may, at its option, discontinue display at such earlier time. AOL will
[________________________________________________________] deliver the
impressions [_______________] during the Term of this agreement,
[____________________________________________________________________].
Any guarantees are to impressions (as measured by AOL in accordance
with its standard methodologies and protocols), not "click-throughs."
In the event there is (or will be in AOL's reasonable judgment) a
shortfall in impressions as of the end of a display period (a
"Shortfall"), such Shortfall shall not be considered a breach of this
Insertion Order by AOL; instead, AOL will provide Advertiser, as its
sole remedy, with "makegood" impressions through Placements similar to
the placements in the Carriage Plan at no more than a [__________]
rate, subject to eDiets' reasonable approval.
3. Navigation. Advertiser shall provide continuous navigational ability
----------
for AOL or users to return to an agreed-upon point on the AOL Network
(for which AOL shall supply the proper address) from the Advertiser
Site (e.g., the point on the AOL Network from which the Advertiser Site
is linked), which may be satisfied through Advertiser permitting AOL to
implement a hybrid browser around the Advertiser Site. AOL will be
entitled to establish navigational icons, links, and pointers
connecting the Advertiser Site (or portions thereof) with the AOL
Network.
4. Advertiser Artwork. In the event that all necessary artwork and active
------------------
URL's are not provided to AOL in the manner specified herein at least
[_______________] days prior to the Display Start Date, all Impressions
to the relevant advertising inventory from and after the Display Start
Date shall count toward the Total Impressions and Advertiser shall
remain liable for all payments hereunder notwithstanding AOL's
inability to display the Advertisement. AOL shall be entitled to run
"house" advertisements in the relevant advertising inventory until
[_______________] days after receipt of all necessary artwork and
active URL's.
5. Term. Unless earlier terminated as set forth herein, the term of this
----
agreement will begin on the Effective Date hereof and end on the last
"END" date listed on Appendix A.
6. Additional Terms. The additional terms and conditions set forth on
----------------
any and all Appendices attached hereto (the "Additional Terms") are
hereby incorporated into this Insertion Order. In the event of any
conflict between the Additional Terms and the Standard Terms (described
below), the Additional Terms shall control.
7. Standard Terms and Conditions. This Insertion Order incorporates by
-----------------------------
reference AOL's standard advertising terms and conditions (the
"Standard Terms"), including terms related to advertising material,
payment modifications, cancellation rights, usage data, limitations of
liability, disclaimers, indemnifications, use of AOL member information
and miscellaneous legal terms. Among other things, the Standard Terms
provide AOL the right to cancel this Insertion Order on thirty days
notice to Advertiser (or upon such shorter notice as may be designated
by AOL in the event that AOL believes that further display of the
Advertisement will expose AOL to liability or other adverse
consequences, not including receiving a higher CPM rate from a third
party advertiser), in which case Advertiser shall only be responsible
for the pro-rata portion of payments attributable to the period
preceding such termination. The Standard Ad Terms appear at keyword
"Standard Ad Terms6" on the U.S.-based America Online brand service and
at "xxxx://xxxxxxxxxx.xxx.xxx/xxxxxxx0.xxxx." A hard copy of the
Standard Ad Terms will be provided to advertiser upon request.
Advertiser acknowledges that it has been provided an opportunity to
review the Standard Terms and agrees to be bound by them.
8. Customization Requirements. Advertiser hereby agrees to comply with
--------------------------
the requirements and restrictions placed on the "Customized Site
"[___________________________________________________________________].
Even though the IS Agreement has terminated, Advertiser agrees to
incorporate by reference all of the requirements and restrictions on
the Customized Site (as defined in the IS Agreement) and comply with
the same under this agreement for the continued use of the Customized
Site. Advertiser agrees to continue to comply with the foregoing in
consideration for its continued use of the AOL Keyword issued to
Advertiser under the IS Agreement. Advertiser
2
will also comply with the AOL Keyword guidelines attached hereto in
Appendix C in the promotion of its AOL Keyword.
AUTHORIZED SIGNATURES
In order to bind the parties to this Insertion Order, their duly authorized
representatives have signed their names below on the dates indicated. This
Insertion Order (including the Additional Terms and the Standard Terms
incorporated by reference) shall be binding on both parties when signed on
behalf of each party and delivered to the other party (which delivery may be
accomplished by facsimile transmission of the signature pages hereto).
AMERICA ONLINE, INC. EDIETS, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------- ---------------------------------------
Print Name: Xxxxxx Xxxxxxx Print Name: Xxxxxx Xxxxxxxx
------------------------------- --------------------------------
Title: VP of Business Affairs and Development Title: EVP, Business Development
-------------------------------------- ------------------------------------
Date: 10/02/01 Date: 09/28/01
ADDITIONAL TERMS:
Appendix A -- Carriage Plan
Appendix B -- Additional Operational Terms
Appendix C - AOL Keyword Promotion
3
Appendix A
Carriage Plan
-------------
The Impressions line items in the Carriage Plan are good faith estimates and are
not firm commitments for each respective placement.
-------------------------------------------------------------------------------------------------------------
FLIGHT TOTALS
-------------------------------------------------------------------------------------------------------------
Copy Size START END IMPS
AOL Service
-----------
Dieting and Weight Loss RPL text 10/1/01 3/31/02 [_________]
Fitness & Sports Medicine 234x60 10/1/01 3/31/02 [_________]
Health - AOL - Dieting & Nutrition 234x60 10/1/01 3/31/02 [_________]
Men - AOL - Fitness RPL 234x60 1/1/02 3/31/02 [_________]
Men - AOL - Guy Talk 234x60 10/1/01 3/31/02 [_________]
Men - AOL - Sporting Life 88x31 10/1/01 3/31/02 [_________]
Men - AOL - Style 234x60 10/1/01 3/31/02 [_________]
Premium Diet and Nutrition Health Package {5100009869} 234x60 10/1/01 3/31/02 [_________]
Premium Eating Well Health Package {5100010115} 234x60 10/1/01 3/31/02 [_________]
Women: Diet Focus RPL text 10/1/01 3/31/02 [_________]
Women: Diet RPL text 10/1/01 3/31/02 [_________]
Women: Fitness RPL text 10/1/01 3/31/02 [_________]
Women: Wellness RPL text 10/1/01 3/31/02 [_________]
Netscape [_________]
-------- [_________]
Netscape - Health - Diet and Nutrition 141x60 10/1/01 3/31/02 [_________]
Netscape - Health - Exercise and Fitness 194x15 10/1/01 3/31/02 [_________]
Search 2000 [_________]
carb (Search Banner) 468x60 10/1/01 3/31/02 [_________]
carbohydrate (Search Banner) 468x60 10/1/01 3/31/02 [_________]
diet (AOL Search Link 1) 24x15 10/1/01 3/31/02 [_________]
diet (Search Banner) 468x60 10/1/01 3/31/02 [_________]
dieting (Search Banner) 468x60 10/1/01 3/31/02 [_________]
diets (AOL Search Link 1) 24x15 10/1/01 3/31/02 [_________]
diets (Search Banner) 468x60 10/1/01 3/31/02 [_________]
fitness (AOL Search Link 1) 24x15 10/1/01 3/31/02 [_________]
fitness (Search Banner) 468x60 10/1/01 3/31/02 [_________]
protein (Search Banner) 468x60 10/1/01 3/31/02 [_________]
protien (Search Banner) 468x60 10/1/01 3/31/02 [_________]
weight (AOL Search Link 1) 24x15 10/1/01 3/31/02 [_________]
weight loss (AOL Search Link 2) 24x15 10/1/01 3/31/02 [_________]
weight loss (Search Banner) 468x60 10/1/01 3/31/02 [_________]
weightloss (Search Banner) 468x60 10/1/01 3/31/02 [_________]
Oxygen Media [_________]
------------ [_________]
Oxygen - AOL - Thriveonline - Fitness 468x60 10/1/01 3/31/02 [_________]
Oxygen - XXX.xxx - Xxxxxx.xxx - Diet 468x60 10/1/01 3/31/02 [_________]
Oxygen - Crossbrand - Thriveonline - Fitness 120x240 10/1/01 3/31/02 [_________]
Oxygen - Crossbrand - Thriveonline - Nutrition & Diet 120x240 10/1/01 3/31/02 [_________]
Oxygen - Public - Thriveonline - Nutrition 120x60 10/1/01 3/31/02 [_________]
Oxygen - Public - Thriveonline - Nutrition 468x60 10/1/01 3/31/02 [_________]
Total [_________]
-------------------------------------------------------------------------------------------------------------
4
Appendix B
Additional Operational Terms
----------------------------
1. Advertiser Site Infrastructure. Advertiser will be responsible for all
------------------------------
communications, hosting and connectivity costs and expenses associated with
the Advertiser Site. Advertiser will provide all hardware, software,
telecommunications lines and other infrastructure necessary to meet traffic
demands on the Advertiser Site from the AOL Network. Advertiser will design
and implement the network between the AOL Service and Advertiser Site such
that (i) no single component failure will have a materially adverse impact on
AOL Members seeking to reach the Advertiser Site from the AOL Network and
(ii) no single line under material control by Advertiser will run at more
than 70% average utilization for a 5-minute peak in a daily period. In the
event that Advertiser elects to create a custom version of the Advertiser
Site in order to comply with the terms of this Insertion Order, Advertiser
will bear responsibility for all aspects of the implementation, management
and cost of such customized site.
2. Optimization; Speed. Advertiser will use commercially reasonable efforts to
--------------------
ensure that: (a) the functionality and features within the Advertiser Site
are optimized for the client software then in use by AOL Members; and (b) the
Advertiser Site is designed and populated in a manner that minimizes delays
when AOL Members attempt to access such site. At a minimum, Advertiser will
ensure that the Advertiser Site's data transfers initiate within fewer than
fifteen (15) seconds on average. Prior to commercial launch of any material
promotions described herein, Advertiser will permit AOL to conduct
performance and load testing of the Advertiser Site (in person or through
remote communications), with such commercial launch not to commence until
such time as AOL is reasonably satisfied with the results of any such
testing.
3. User Interface. Advertiser will maintain a graphical user interface within
--------------
the Advertiser Site that is competitive in all material respects with
interfaces of other similar sites based on similar form technology. AOL
reserves the right to review and approve the user interface and site design
prior to launch of the Promotions and to conduct focus group testing to
assess compliance with respect to such consultation and with respect to
Advertiser's compliance with the preceding sentence.
4. Technical Problems. Advertiser agrees to use commercially reasonable efforts
------------------
to address material technical problems (over which Advertiser exercises
control) affecting use by AOL Members of the Advertiser Site (an "Advertiser
Technical Problem") promptly following notice thereof. In the event of an
Advertiser Technical Problem (including, without limitation, infrastructure
deficiencies producing user delays), AOL will have the right to regulate the
promotions it provides to Advertiser hereunder until such time as Advertiser
corrects the Advertiser Technical Problem at issue.
5. Monitoring. Advertiser will ensure that the performance and availability of
----------
the Advertiser Site is monitored on a continuous basis. Advertiser will
provide AOL with contact information (including e-mail, phone, pager and fax
information, as applicable, for both during and after business hours) for
Advertiser's principal business and technical representatives, for use in
cases when issues or problems arise with respect to the Advertiser Site.
6. Telecommunications. Where applicable Advertiser will utilize encryption
-------------------
methodology to secure data communications between the Parties' data centers.
7. Security. Advertiser will utilize Internet standard encryption technologies
--------
(e.g., Secure Socket Layer - SSL) to provide a secure environment for
conducting transactions and/or transferring private member information (e.g.
credit card numbers, banking/financial information, and member address
information) to and from the Advertiser Site. Advertiser will facilitate
periodic reviews of the Advertiser Site by AOL in order to evaluate the
security risks of such site. Advertiser will promptly remedy any security
risks or breaches of security as may be identified by AOL's Operations
Security team.
8. Technical Performance.
----------------------
i. Advertiser will design the Advertiser Site to support the AOL-client
embedded versions of the Microsoft Internet Explorer 4.XX, 5.XX and 6.XX
browsers (Windows and Macintosh) and the Netscape Browser 4.XX and 6.XX
and make commercially reasonable efforts to support all other AOL browsers
listed at: "xxxx://xxxxxxxxx.xxxx.xxx.xxx."
ii. To the extent Advertiser creates customized pages on the Advertiser
Site for AOL Members, Advertiser will develop and employ a methodology to
detect AOL Members (e.g. examine the HTTP User-Agent field in order to
identify the "AOL Member-Agents" listed at: "xxxx://xxxxxxxxx.
xxxx.xxx.xxx)."
iii. Advertiser will periodically review the technical information made
available by AOL at xxxx://xxxxxxxxx.xxxx.xxx.xxx.
------------------------------
iv. Advertiser will design its site to support HTTP 1.0, 1.1 or later
protocol as defined in RFC 1945 and to adhere to AOL's parameters for
refreshing or preventing the caching of information in AOL's proxy system
as outlined in the document provided at the following URL:
xxxx://xxxxxxxxx.xxxx.xxx.xxx. Advertiser is responsible for the
----------------------------------------------------------------
manipulation of these parameters in web-based objects so as to allow them
-------------------------------------------------------------------------
to be cached or not cached as outlined in RFC 1945.
--------------------------------------------------
v. Prior to releasing material new functionality or features through the
Advertiser Site ("New Functionality"), Advertiser will use commercially
reasonable efforts to (i)
5
test the New Functionality to confirm its compatibility with AOL Service
client software and (ii) provide AOL with written notice of the New
Functionality so that AOL can perform tests of the New Functionality to
confirm its compatibility with the AOL Service client software. Should
any new material, new functionality or features through the Advertiser
Site be released without notification to AOL, AOL will not be responsible
for any adverse member experience until such time that compatibility
tests can be performed and the new material, functionality or features
qualified for the AOL Service.
9. AOL Internet Services Advertiser Support. AOL will provide Advertiser with
----------------------------------------
online resources, standards and guidelines documentation, technical phone
support, monitoring and after-hours assistance that AOL makes generally
available to similarly situated web-based partners. AOL support will not, in
any case, be involved with content creation on behalf of Advertiser or
support for any technologies, databases, software or other applications which
are not supported by AOL or are related to any Advertiser area other than the
Advertiser Site. Support to be provided by AOL is contingent on Advertiser
providing to AOL demo account information (where applicable), a detailed
description of the Advertiser Site's software, hardware and network
architecture and access to the Advertiser Site for purposes of such
performance and load testing as AOL elects to conduct.
6
Appendix C
Keyword Guidelines
PRINT/GRAPHIC
. Required treatment: (AOL Triangle appears) America Online Keyword: eDiets
or
America Online Keyword: eDiets
------------------------------
. America Online must be spelled out
. Capitalization - listing shall appear in initial caps only
Note: K of Keyword must always be capitalized
. Font, Font style and Size must all be consistent
. Listing size must be of equal prominence to that of any/all other URLs
featured
. Equal prominence applies to size, voice-over support and length
of listings
. Listings must be no less than 1/4 inch in height
TELEVISION/RADIO
. "America Online Keyword" must be announced fully
Example voiceover would read:
"For more information, please visit America Online Keyword: eDiets"
. Television listing must represent at least 28 scan lines
. Radio mention must be at least :03 in length
. AOL must approve all uses prior to usage
----------------------------------------
Logo Usage Guidelines
Not Allowed
. No color gradients
. No "filled" icons (must be solid)
. No different colors for triangle and the copy (must be all the same color)
. No words/copy on top of the logo or triangle
. No script writing of "America Online" used alone without triangle
. No adaptations of the icon or logo (i.e., don't turn it into a mountain or
Xmas tree)
. No America Online or AOL in all lower case letters (either use initial caps.
or all caps.)
. No turning logo on its side, upside down, etc.
. No changing the proportion of the logo
. No "deforming" the logo (stretching it out or making it "skinny")
. No giving the logo structural dimension or "blurring" the logo
. No reconfiguring the elements logo (i.e., don't put "America" on the left of
the triangle & "Online" on the right)
Registration marks
------------------
.
Must have small registration marks ((R)) at the right-hand tip of the
triangle and at the tip of the "e" in "Online"
---
Approved Colors:
---------------
. black
. (reversed-out) white
. PMS 534 blue (NOTE: this is AOL's corporate color)
. PMS 286 blue
. Reflex blue
7
. PMS 123 yellow
. PMS 2617 purple
NOTE: the entire logo (triangle and type) must always be 100% of the same
color
8
