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Alloy Online, Inc. has omitted from this Exhibit 10.12 portions of the Agreement
for which Alloy Online, Inc. has requested confidential treatment from the
Securities and Exchange Commission. The portions of the Agreement for which
confidential treatment has been requested have been filed separately with the
Securities and Exchange Commission. Such omitted portions have been marked with
an asterisk.
EXHIBIT 10.12
MEMORANDUM OF UNDERSTANDING
This memorandum will serve to summarize the agreement between Primedia
Consumer Marketing (SEVENTEEN) and Alloy Designs, Inc. (ALLOY) regarding an
offline and online partnership. Please note that this agreement is for the
Spring Break '99 catalog (in home late March, early April 1999) and online for
the month of February. At that point XXXXX and SEVENTEEN will revisit the
agreement to discuss a longer-term relationship.
CATALOG
* ALLOY will offer a special rate (10 issues for $11.96) for a one year
subscription to SEVENTEEN. XXXXX will design the ad and SEVENTEEN will
supply the art and offer details.
* SEVENTEEN will pay ALLOY a one-time sponsorship fee of $[ ]*.
ONLINE
* During the month of February, SEVENTEEN's will receive prominent
positioning (vs. the other teen magazines) in the ALLOY Newsstand.
SEVENTEEN's participation in ALLOY Newsstand is detailed in the Partnership
Agreement (see attached).
* During the month of February, SEVENTEEN will be featured in an issue of
ALLOY E-Mag (emailed to database of 350,000 requestors). The feature will
highlight the 10/$11.96 offer and provide a direct link to the ALLOY
Newsstand for ordering.
* During the month of February, SEVENTEEN will provide a link from
xxx.xxxxxxxxx.xxx to xxx.xxxxxxxxxxx.xxx. The specifics of the link program
will be worked out by SEVENTEEN's Online Marketing Director and ALLOY's
Marketing Director.
TELEMARKETING
* In advance of the test, ALLOY must feel comfortable with all the upfront
details (phone script, training operators, magazine fulfillment) that
SEVENTEEN has agreed to provide. At this point, XXXXX will agree to a 7-day
test.
* ALLOY will run a 7-day telemarketing test beginning ASAP (preferably
February 8th) whereby the 10/$11.96 SEVENTEEN subscription rate will be
offered on every phone order placed. SEVENTEEN will remit [ ]*% of the
subscription rate for the seven-day period. Once this test is analyzed by
both parties, SEVENTEEN and ALLOY will renegotiate a telemarketing remit
rate for a longer time period.
ALLOY Signature: /s/ XXXX X. XXXXXXXXXX Date: 1/28/99
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SEVENTEEN Signature: ______________________ Date: 1/28/99
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ALLOY NEWSSTAND(TM)
PARTNER AGREEMENT
Alloy operates an Internet web site, xxx.xxxxxxxxxxx.xxx, and in the future
xxx.xxxxx.xxx, containing magazines of various publishers. Publisher wishes to
have an online presence of its magazine displayed on Xxxxx's web site, and is
willing to accept and fulfill orders for all subscriptions and trial offers
placed through Xxxxx's web site. The Publisher has agreed to display its
magazine and related information as defined by the terms and services in this
Partner Agreement Form. Xxxxx and Publisher agree as follows:
PUBLISHER GUARANTEE
Publisher guarantees that the information provided to Alloy is accurate and
the offer is the lowest price available to the general public on the Internet.
If a customer finds (and provides evidence of) a lower offer on the web,
Publisher will refund the difference to the customer. This guarantee excludes
non-publisher-authorized offers, expired offers, non-Internet offers, offers
originating outside the US and offers not available to the general public (i.e.
institutional and educational offers).
PUBLISHER RESPONSIBILITIES
(i) Publisher will provide a description of the magazine not to exceed
100 words and the terms of the subscription offer as follows:
LENGTH (MOS.) # OF ISSUES SUBSCRIPTION PRICE VS. COVER PRICE
(ii) Publisher will provide magazine art (PSD preferred or jpeg, gif).
(iii) At time of agreement, Publisher will place Alloy on a comp list
sending the issues to:
Attn: Editor
The Alloy Newsstand(TM)
c/o Alloy Designs
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
(iv) Publisher agrees to start issue service of the subscription with the
most current issue of the magazine within 4-6 weeks after receipt of
the order.
(v) Publisher will provide a customer service number and contact for
customer questions/referrals.
ALLOY NEWSSTAND RESPONSIBILITIES
(i) Alloy is responsible for maintaining all operational aspects of the
site including updating magazine covers and adding timely information
on cover topics.
(ii) Alloy is responsible for submitting all orders in the required format
directly to your fulfillment house.
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(iii) Alloy is responsible for sending a standard email order confirmation
to the customer.
PUBLISHER WARRANTY AND RETURNS
Publisher agrees that if publication ceases operation, Publisher shall be
responsible for the subscription liability or comparable magazine offer to
subscribers. Publisher agrees to accept cancellation ON SUBSCRIPTIONS SOLD
WITHIN THIRTY (30) DAYS OF NOTICE.
MAGAZINE PRICING
Publisher guarantees that the published offer is the lowest legitimate
price available to the general public on the Internet (and includes all shipping
and handling charges and/or sales tax.) Over the term length of an individual
customer's offer, Publisher will honor the subscription offer stated. Publisher
will have complete control over its pricing and may change pricing of the
subscription offer at any time. Advisement of a subscription offer price change
is to be made at least thirty (30) days prior to the effective date of the
change.
COMMISSION AND BILLING
Each month, Xxxxx will REMIT to Publisher [ ]*% of the total subscriptions
generated. In the case where Xxxxx is notified of a cancellation, Xxxxx will
refund the prorated amount (time remaining multiplied by cost per issue) to
customer and deduct from the upcoming monthly remittance.
RIGHTS
Publisher grants Alloy nonexclusive right and privilege to use, copy, scan,
digitize, index, reproduce, distribute, and display Publisher's offer throughout
the world, for the purposes of distributing, marketing, selling, promoting, and
generating leads for Alloy Newsstand(TM). Alloy will not modify, enhance or
reconfigure any parts of the magazine or offer without obtaining approval by the
Publisher. Alloy reserves the right to exclude any portion of Publisher's
magazine for objectionable, harmful, threatening, defamatory, obscene,
harassing, or racially or ethnically unsuitable content or graphics.
CUSTOMER NAMES
Each business work day (M-F) Alloy will send customer names to Publisher or
fulfillment house in desired format (i.e. email, fax). When Publisher receives
customer names from Alloy, Publisher is permitted to use these names in the
customary industry manner (i.e. sell or rent customer names to other vendors).
TERM
This authorization becomes effective immediately upon signing and will
remain in effect for the term of one year unless canceled by either party upon
sixty (60) days written notice.
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INDEMNIFICATION
Publisher shall indemnify, defend and hold harmless Alloy against any
actions, expenses or liabilities arising out of or in any way connected with any
breach of representation, warranty and payments. Likewise, Xxxxx will indemnify,
defend and hold harmless Publisher against any actions, expenses or liabilities
arising out of or in any way connected with the negligent activities or
operations of Alloy or its officers, director, employees or agents.
GOVERNING LAW
This agreement shall be governed by the laws of the United States and the
State of New York without reference to its choice of law principles.
AGREED & ACCEPTED:
Partner Name: _______________________________________
Authorized Signature: _______________________________________
Date: _______________________________________
Alloy Name: _______________________________________
Authorized Signature: _______________________________________
Date: _______________________________________
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