Exhibit 10.18
ADVERTISING AND PROMOTION AGREEMENT
THIS ADVERTISING AND PROMOTION AGREEMENT (the "Agreement") is made this 14
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day of May, 1999 (the "Effective Date") between YAHOO!, INC., a California
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corporation, with offices at 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxx, XX 00000,
("YAHOO") and E-Stamp Corporation, ("Advertiser"), a Delaware corporation, with
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offices at 0000 Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, 00000.
In consideration of the mutual promises contained herein, the parties agree
as follows:
SECTION 1: DEFINITIONS
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The following terms are used in this Agreement with the respective meanings set
forth below:
"Advertiser Brand Features" shall mean Advertiser's trademarks, service
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marks, logos and other distinctive brand features of Advertiser.
"Advertiser Competitor" shall mean a company or a division of a company
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primarily in the business of selling U.S. electronic postage or U.S. electronic
postage software. The agreed upon list of such companies at the Effective Date
is as follows: Xxxxxx.xxx, Pitney Xxxxx and Neopost. In the event Advertiser
Competitor is acquired by another company which is not an Advertiser Competitor,
the acquiring company, or the division of such company that assumes the business
of Advertiser Competitor, shall be considered Advertiser Competitor, provided
such company or division is primarily in the business of selling U.S. electronic
postage or U.S. electronic postage software. From time to time, but no more than
one time per calendar quarter, Advertiser may request additions to this list of
Advertiser Competitors of certain companies that receive PC postage
certification from the USPS. Such companies shall be included as Advertiser
Competitors upon Yahoo approval, which shall not be unreasonably withheld,
provided that Yahoo may honor any agreements with such newly designated
Advertiser Competitors entered into prior to such designation.
"Advertiser Links" shall mean the hyperlinks placed by Yahoo in connection
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with this Agreement including but not limited to those links described on
Exhibit A. For the avoidance of doubt, Advertiser Links includes hyperlinks to
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Advertiser Site embedded in Yahoo Delivers email and the EZ Venture Program,
placed in connection with this Agreement.
"Advertiser Site" shall mean the web site owned and operated by, or on
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behalf of, Advertiser dedicated to the sale of electronic postage services or
software and currently located at xxxx://xxx.xxxxxx.xxx.
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"Affiliate" shall mean any entity controlled by, controlling, or under
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common control with a party hereto but only for so long as such control exists,
where "control" means ownership of more than fifty percent of the equity
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entitled to vote in the election of directors or if not a corporation, the
corresponding managing authority.
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"Click-through" shall mean the initiation of a user presence at the
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Advertiser Site that originated from an Advertiser Link as recorded by Yahoo's
advertiser reporting system.
"EZ Venture Promotion" shall mean that Yahoo promotional program, the
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specifications of which are attached as Exhibit E hereof.
"Included Pages" shall mean those pages on the Yahoo Properties containing
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Advertiser Links. Included Pages includes EZ Venture Promotion pages containing
Advertiser Links but excludes Yahoo Direct email messages delivered by Yahoo in
connection with this Agreement.
"Jump Page" shall mean the page of the Advertiser Site dedicated to the
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promotion of electronic postage services or software which is the first page a
user sees when clicking on an Advertiser Link (other than a Promotion Link) and
which includes an application for a user to sign up for such services or a
direct hyperlink to such application.
"Launch Date" shall mean the date on which the program described herein is
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launched and by which Advertiser Site is Fully Operational (as defined in
Section 5.3 hereof), which date is originally scheduled as July 15, 1999.
"Promotion Link" shall mean a front page graphic link which: (a) contains
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Advertiser brand features, (b) has dimensions no larger than 230 pixels wide by
33 pixels high, (c) may contain animation of up to 6 seconds with no looping,
(d) has a maximum file size of three (3) kilobytes, (e) conforms to Yahoo's
promotional specifications and guidelines, which may be amended by Yahoo from
time-to-time, and (f) links to a promotional Jump Page.
"Yahoo Brand Features" shall mean Yahoo's trademarks, service marks, logos
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and other distinctive brand features of Yahoo.
"Yahoo Post Office" shall mean a Yahoo Property, under the editorial
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control of Yahoo, dedicated to postal content and services.
"Yahoo Main Site" shall mean Yahoo's principal U.S. based directory to the
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World Wide Web currently located at xxxx://xxx.xxxxx.xxx.
"Yahoo Properties" shall mean any Yahoo branded or co-branded media
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properties, including, without limitation, global Internet guides that are
developed in whole or in part by Yahoo or its Affiliates. A description of
certain applicable Yahoo Properties can be found on Exhibit A.
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SECTION 2: THE PROGRAM
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2.1 Program Elements. Yahoo shall make available a program comprised of
the elements set forth in this Section 2.1 (the "Program")
(a) Advertiser Links. During the Term of the Agreement Yahoo shall
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place the Advertiser Links as specified on Exhibit A.
Notwithstanding the foregoing, Yahoo reserves the right, at its
sole discretion, to remove keywords and category pages set forth
in Exhibit A, which it reasonably believes are trademarks,
tradenames, product names or brand names belonging to an entity
not party to this Agreement, and substitute such words with
similar
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inventory. The Yahoo Post Office shall be launched by Yahoo by
the Launch Date or July 15, 1999, whichever is later. Yahoo may
launch the Yahoo Post Office prior to such date provided the
exclusivity provisions of Section 6.3 shall still apply.
(b) Front Page Promotions. During the Term, Yahoo shall include
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Advertiser in one multi-sponsor promotion on the Front Page of
the Yahoo Main Site. Such front page promotion shall (i) be
subject to available inventory, it being understood and agreed
that the promotion will be scheduled as close to the Launch Date
as possible, (ii) continue for at least one week, and (iii) be
conducted in accordance with Yahoo's then current standard
policies and procedures for promotions (including but not limited
to those policies pertaining to user information) and applicable
law. Yahoo shall place a Promotion Link on the Front Page in
connection with such promotion.
(c) EZ Venture Promotion. Commencing after the Launch Date and
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continuing to the extent possible through Period 1 (as defined in
Section 2.3 below), Yahoo shall include Advertiser in an EZ
Venture Promotion.
(d) Yahoo Delivers. During Period 1 (as defined in Section 2.3
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below), Yahoo will send a total of [***] emails to Yahoo users
that have opted to participate in the receipt of emails as part
of the registration process for Yahoo. Such emails will be
targeted and contain content as mutually agreed to by the
parties. The email will comply with the guidelines and
specifications provided in Exhibit A.
2.2 Advertiser Link Requirements. As requested by Yahoo from time to time,
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Advertiser shall execute the standard Yahoo insertion order set forth in
Exhibit C in connection with all Advertiser Links for administrative
purposes only. The standard terms and conditions generally attached to such
insertion order shall not apply. Advertiser shall provide all materials for
the Advertiser Links in accordance with Yahoo's policies in effect from
time to time regarding (i) the manner of transmission to Yahoo, (ii) the
lead-time prior to publication, (iii) content/creative and (iv) promotions.
Such policies may be found at xxx.xxxxx.xxx/xxxx/xxxxxxxxxxx and the
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current version of the most relevant such policies are attached as Exhibit
F. Yahoo shall not be required to publish any Advertiser Link that is not
received in accordance with such policies. All contents of Advertiser Links
are subject to Yahoo's approval. Yahoo reserves the right to reject or
cancel any Advertiser Link, at any time, for any reason whatsoever
(including belief by Yahoo that placement of Advertiser Link may subject
Yahoo to criminal or civil liability). In the event of such cancellation,
and provided Advertiser is not otherwise in breach of this Agreement, Yahoo
shall work with Advertiser to promptly replace such Advertiser Link with an
acceptable Advertiser Link. All Advertiser Links provided by Advertiser
must be in compliance with and contain all disclosures required by all
applicable U.S. federal, state and local laws, rules and regulations,
including, without limitation, consumer protection laws and rules and
regulations governing product claims, truth in labeling, and false
advertising.
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
3
2.3 Performance Guarantees. During the Term and subject to Section 5.3
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hereof: (a) Yahoo shall deliver a minimum of [***] page views of the
Included Pages, ("Total Page Views") and shall use reasonable efforts to
deliver such Total Page Views in accordance with the following schedule:
(5/14/99 - 12/31/99, "Period 1")(1/1/00-6/30/00) ("Period 2")
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[***]% ([***] page views) [***]% ([***] page views)
(7/1/00-12/31/00) ("Period 3")
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[***]% ([***] page views)
(includes all EZ Venture clicks)
In the event Yahoo fails to deliver the percentage of the Total Page Views
required during Period 1 or 2, Yahoo will "make good" the shortfall during
the following period, and in the event the failure occurs with respect to
Period 3, Yahoo will "make good" the shortfall during the six month period
following the expiration of Period 3.
(b) Yahoo shall deliver page views of the various Advertiser Links in the
quantities provided in Exhibit A.
(c) Yahoo shall deliver [***] page views of the Promotion Link in
connection with the Promotion provided in accordance with Section 2.1(b)
(d) Yahoo shall deliver [***] clicks to an offer page in connection with
the EZ Venture Promotion provided in accordance with Section 2.1(c).
(e) Yahoo shall deliver [***] emails in accordance with Section 2.1(d)
during Period 1.
(f) In the event, by the end of the Term, Yahoo fails to deliver (i) the
Total Page Views under Section 2.3(a), (ii) the page views provided in
Sections 2.3(b) and 2.3(c), (iii) the clicks provided in Section 2.3(d), or
(iv) the Yahoo Delivers email messages provided in Section 2.3(e), Yahoo
will "make good" the shortfall by extending its obligations in similar
areas and placement as those described in Section 2.3, as mutually agreed
upon, beyond the end of the Term until such obligations are satisfied. This
section 2.3 sets forth the entire liability of Yahoo, and Advertiser's sole
remedy for Yahoo's breach of its obligations under Section 2.1 or Yahoo's
failure to deliver the number of page views described in this Sections 2.3.
2.4 Delivery Statistics. Delivery statistics provided by Yahoo are the
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official, definitive measurements of Yahoo's performance of its delivery
obligations hereunder (or under any related insertion order). No other such
statistics (including any provided by Advertiser or a third party ad
server) shall be accepted by Yahoo. Yahoo represents that the process and
technology used to generate such statistics have been certified and audited
by an independent agency.
SECTION 3: COMPENSATION
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[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
4
3.1 Slotting Fee and Holding Fee. Advertiser shall pay Yahoo a non-
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refundable slotting fee of [***] ($[***]) and a non-refundable, non-
creditable holding fee of [***] ($[***]) as set forth below. Except for
the first two payments which shall be made on the dates set forth below,
such amounts shall be paid to Yahoo within thirty (30) days after receipt
of invoice submitted in accordance with Section 3.2 below but no earlier
than the dates set forth below.
Upon signing of the Agreement: $[***]
May 14, 1999 $[***]
July 1, 1999 $[***]
September 15, 1999 $[***]
December 15, 1999 $[***]
March 15, 2000 $[***]
June 15, 2000 $[***]
September 15, 2000 $[***]
The first [***] ($[***]) to be paid are designated as a holding fee for
the Program ("Holding Fee"). The Holding Fee shall be earned by Yahoo as
follows:
May 14, 1999 -- May 31, 1999 $[***]
June 1, 1999 -- June 30, 1999 $[***]
July 1, 1999 - July 31, 1999 $[***]
August 1, 1999 -- August 31, 1999 $[***]
September 1, 1999 -- September 30, 1999 $[***]
If the Launch Date occurs prior to September 30, 1999, the number of days
between the Launch Date and September 30, 1999 shall be calculated. The
portion of the Holding Fee corresponding to this number of days (according
to the schedule above) shall be applied as an additional slotting fee. The
remaining $[***] of the slotting fee shall be creditable only in
connection with Section 5.3(d).
3.2 Payment Information. Except for the first two payments, Yahoo shall
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submit invoices to Advertiser thirty (30) days prior to the date of payment
set forth above. All scheduled payments pursuant to Sections 3.1 above
shall be made by Advertiser via wire transfer into Yahoo's main account
pursuant to the wire transfer instructions set forth on Exhibit D. All
payments to Yahoo shall be exclusive of sales, use or value-added taxes
(other than taxes based on Yahoo's net income), which taxes shall be the
sole responsibility of Advertiser.
3.3 Late Payments. Any portion of the above payments which has not been
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paid to Yahoo on the dates set forth above shall bear interest at the
lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum
amount allowed by law.
SECTION 4: INDEMNIFICATION
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[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
5
4.1 Advertiser Indemnification. Advertiser, at its own expense, will
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indemnify, defend and hold harmless Yahoo and its employees,
representatives, agents and Affiliates, against any claim, suit, action, or
other proceeding brought against Yahoo based on or arising from a claim
that any Advertiser Brand Feature, content, material, product, information,
software data or service produced, distributed, offered or provided by
Advertiser, including, without limitation, the distribution of postage, or
any material presented on any site on the Internet produced, maintained, or
published by Advertiser, infringes in any manner any copyright, patent,
trademark, trade secret or any other intellectual property right of any
third party, is or contains any material or information that is obscene,
defamatory, libelous, slanderous, or that violates any law or regulation,
is negligently performed, or otherwise violates or breaches any duty
toward, or rights of any person or entity, including, without limitation,
rights of publicity, privacy or personality, or has otherwise resulted in
any consumer fraud, product liability, tort, breach of contract, injury,
damage or harm of any kind to any person or entity; provided, however, that
in any such case: (x) Yahoo provides Advertiser with prompt notice of any
such claim, (y)Yahoo permits Advertiser to assume and control the defense
of such action upon Advertiser's written acknowledgment of the obligation
to indemnify and (z) upon Advertiser's written request, and at no expense
to Yahoo, Yahoo will provide to Advertiser all available information and
assistance necessary for Advertiser to defend such claim. Advertiser will
not enter into any settlement or compromise of any such claim without
Yahoo's prior written consent, which shall not be unreasonably withheld.
Advertiser will pay any and all costs, damages, and expenses, including,
but not limited to, reasonable attorneys' fees and costs awarded against or
otherwise incurred by Yahoo in connection with or arising from any such
claim, suit, action or proceeding. The aforementioned indemnification shall
not apply to the extent such claims (i) are not somehow related to this
Agreement, (ii) have occurred as a result of Yahoo breaching its
obligations under this Agreement or (iii) have occurred as a result of
Yahoo modifying, without Advertiser authorization, Advertiser materials
provided by Advertiser pursuant to this Agreement.
4.2 Limitation of Liability.
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EXCEPT AS PROVIDED IN THIS SECTION 4, UNDER NO CIRCUMSTANCES SHALL
ADVERTISER, YAHOO, OR ANY AFFILIATE BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING
FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOST BUSINESS.
SECTION 5: TERM AND TERMINATION
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5.1 Term and Renewals. The Term of this Agreement shall commence on May 14,
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1999 and expire on December 31, 2000, unless earlier terminated as provided
in this Agreement.
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5.2 Termination for Cause. This Agreement may be terminated at any time by
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either party: (i) immediately upon written notice if the other party: (a)
is declared insolvent by an administrative party; (b) files a petition in
bankruptcy; or (c) makes an assignment for the benefit of its creditors; or
(ii) upon the expiration of thirty (30) days after written notice to the
other party of such other party's breach of any of its obligations under
this Agreement in any material respect (ten (10) days in the case of a
failure to pay), which breach is not remedied within such thirty (30) or
ten (10) day period as applicable. Failure to make payments as set forth
herein shall be deemed a material breach of this Agreement giving rise to
the notice and cure provisions set forth above and the right by Yahoo to
suspend performance hereunder until such breach is cured. Any termination
pursuant to Section 5.2 shall be without any liability or obligation of the
terminating party, other than with respect to any breach of this Agreement
prior to termination. For the avoidance of doubt, if this Agreement is
terminated by Advertiser for Yahoo's breach, Advertiser shall have no
obligation to make any payments payable after the date of termination.
However, Slotting Fee payments made prior to the date of termination
representing page views not delivered or foregone (as calculated on a daily
basis per the schedule provided in 2.3(a)) shall not be refunded, but shall
be creditable against Advertiser's future placements of advertising,
promotions, email deliveries, hyperlinks and any other related services
made available by Yahoo to third parties or Advertiser from time to time
based on availability and then current rates ). The first $[***] of any
such credits must be applied by June 30, 2000 and any remaining credits
must be applied prior to December 31, 2000.
5.3 Pro-ration Periods.
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(a) First Pro-ration Period. This Agreement is being executed with
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the understanding that by July 15, 1999, Advertiser shall have
secured the appropriate clearances and licenses in the United
States to legally sell electronic postage and electronic postage
software ("USPS PC Postage Certification"), and shall be
technically and operationally able to conduct commerce on
Advertiser Site on a nationwide scale (along with this
certification, "Fully Operational"). In the event Advertiser is
not Fully Operational by September 30, 1999, both parties shall
mutually agree to a new Launch Date which shall in no event be
later than December 31, 1999. The period between September 30,
1999 and such new Launch Date shall be called the "First Pro-
ration Period".
(b) Second Pro-ration Period. In the event Advertiser fails to become
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Fully Operational by January 1, 2000, one of the following shall
occur: a) if at least one third party has received USPS PC
Postage Certification, Yahoo may, at its sole discretion,
terminate this Agreement, or b) if no third party has received
USPS PC Postage Certification, the Launch Date shall be extended
to April 1, 2000 or an earlier date mutually agreed to by the
parties. The period between the final day of the First Pro-ration
Period and the new Launch Date shall be called the "Second Pro-
ration Period". If at any time during the Second Pro-ration
Period a third party receives USPS PC Postage Certification,
Yahoo may, at its sole discretion, terminate this Agreement.
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
7
(c) Pro-ration. During the Pro-ration Periods, Yahoo's obligations
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under Section 2.1 shall be suspended and its delivery guarantees
under Section 2.3 shall be prorated on a daily basis from
September 30, 1999. Subject to Section 5.2 above, Advertiser's
payment obligations under Section 3.1 shall not be pro-rated
during the Pro-ration Period and shall remain in full force and
effect. For the avoidance of doubt, Advertiser acknowledges and
agrees that it will forgo all pro-rated page views during the
Pro-ration Period.
(d) Termination. In the event this Agreement is terminated by Yahoo
pursuant to Section 5, Advertiser must fully pay all remaining
fees pursuant to Section 3 accruing to the end of the Term. Such
fees are nonrefundable and noncreditable except that in the event
such termination is pursuant to this Section 5.3, Slotting Fees
representing page views not delivered or foregone (as calculated
on a daily basis per the schedule provided in 2.3(a)) shall be
creditable against Advertiser's future placements of advertising,
promotions, email deliveries, hyperlinks and any other related
services made available by Yahoo to third parties or Advertiser
from time to time based on availability and then current rates.
The first $[***] of any such credits must be applied by June 30,
2000 and any remaining credits must be applied prior to December
31, 2000.
5.4 Exclusive Remedy. The provisions of Sections 5.3(a), (b), (c) and (d)
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shall constitute Yahoo's exclusive remedy and Advertiser's sole liability
for failure to obtain USPS PC Postage Certification or become Fully
Operational.
5.5 Survival. The provisions of Section 3 shall survive termination and
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expiration of this Agreement except as limited in Section 5.2. The
provisions of Sections 2.3, 4, 5.3 (d), 7, 8, and 9 shall survive any
termination or expiration of this Agreement.
SECTION 6: RIGHT OF FIRST PRESENTATION: LIMITED EXCLUSIVITY
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6.1 Right of First Presentation for Renewal
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In the event that Yahoo, at its sole discretion, decides to extend
the program described in Section 2 hereof beyond the Term, Yahoo will
deliver to Advertiser, at least 30 days prior to the end of the Term, a
written notice describing the terms and requirements for the extension of
such program. Yahoo and Advertiser will negotiate [***] to this Agreement
[***]. If Advertiser declines to commence negotiations regarding such
opportunity within [***] after receiving such written notice from Yahoo
or if the parties fail to reach agreement within [***] following the
commencement of [***] negotiations (or such later date as agreed by the
parties), Yahoo may [***]. During the [***] periods set forth above,
Yahoo [***].
6.2 First Right of Presentation for New Inventory
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In the event that Yahoo, in its sole discretion, decides to create,
acquire, develop or otherwise make available a new online postage related
promotional opportunity within
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
8
its community properties (e.g., chat, message boards, clubs), Yahoo
Address Book, new Yahoo Properties (or new portions of existing Yahoo
Properties) that Yahoo may develop dedicated to software downloads, or
explicitly targeting the small business or small office/home office
markets (e.g. "Yahoo! Small Business Travel"), or new portions of the
Yahoo Post Office, Yahoo shall not make such new promotional opportunity
available to Advertiser Competitors before first presenting the
opportunity to Advertiser and, at [***] option, negotiate [***].
Advertiser acknowledges that the foregoing applies only to new
promotional opportunities providing merchant prominence similar to that
described herein and does not apply to routine promotions and
advertisements offered in the ordinary course of Yahoo's business. Yahoo
shall describe the opportunity and Yahoo's reasonable business
requirements for the opportunity in its written notice to Advertiser. If
Advertiser [***] regarding the opportunity described in the notice within
[***] after receiving such written notice from Yahoo, or if the parties
[***] following the commencement of [***] (or such later date as is
agreed to by the parties), Yahoo may [***] to any Advertiser Competitors.
Nothing in this Section shall limit Yahoo's right to sell inventory to
parties who are not Advertiser Competitors. During the [***] period set
forth above, Yahoo may not [***].
6.3 Limited Exclusivity
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During the Term:
(a) Yahoo shall not display banners, sponsorships, or other forms
of advertising of Advertiser Competitors on the Yahoo Post
Office, or [***], the content of which [***] of Advertiser
Competitors.
(b) Yahoo shall not display the following forms of advertising,
promoting electronic postage services or software from such
Advertiser Competitors within Yahoo Small Business property:
[***]. (with specifications substantially similar to
specifications of corresponding Advertiser Links described on
Exhibit A)
(c) Yahoo shall not display [***] of Advertiser Competitors on the
[***] specifically promoting electronic postage services or
software (with text link and button specifications
substantially similar to specifications of corresponding text
link described on Exhibit A).
(d) Yahoo shall not display a [***] of an Advertiser Competitor
specifically promoting electronic postage services or software
during the period Advertiser is included in a [***] in
accordance with [***].
(e) Yahoo will not display or co-brand content from Advertiser
Competitors in the Yahoo Post Office.
--
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
9
6.4 Limitations. Except as explicitly provided in Section 6.3 above, Yahoo
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shall not be precluded from placing advertising, sponsorships or any other
form of promotional media of any entity, including an Advertiser
Competitor, on any page in any Yahoo Property. Nothing in this Agreement
shall preclude Yahoo from honoring its current contracts with Advertiser
Competitors, the terms of which contracts would otherwise constitute a
breach of the obligations of Yahoo; provided that Yahoo will not renew such
contracts upon the expiration of the applicable term. Yahoo shall not be
precluded from including links to any person or entity in any directory or
merchant listing (including links to Advertiser Competitors) on any page in
the Yahoo Properties nor shall Yahoo be precluded from integrating any
editorial content or web site listings anywhere in the Yahoo Properties
included but not limited to the Yahoo Post Office. Except as expressly set
forth in this Agreement, Yahoo shall not be restricted from conducting its
normal course of business with Advertiser Competitors. Yahoo shall not be
precluded from promoting or advertising any Yahoo Property anywhere in the
Yahoo Properties.
SECTION 7: CONFIDENTIAL INFORMATION AND PUBLICITY.
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7.1 Confidentiality. The terms and conditions of this Agreement shall be
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considered confidential and shall not be disclosed to any third parties
except to such party's accountants or attorneys, or except as otherwise
required by law. Neither party shall make any public announcement regarding
the existence of this Agreement without the other party's prior written
approval and consent.
7.2 Publicity. Any and all publicity relating to this Agreement and
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subsequent transactions between Yahoo and Advertiser and the method of its
release shall be approved in advance of the release by both Yahoo and
Advertiser. Yahoo and Advertiser agree to discuss comarketing efforts for
the launch of Advertiser nationwide service and the Yahoo! Post Office. The
parties agree to issue a mutually agreed upon press release announcing the
parties' relationship hereunder.
7.3 Privacy of User Information. Advertiser shall ensure that all
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information provided by users of the Advertiser Site is maintained,
accessed and transmitted in a secure environment and in compliance with
security specifications to be mutually agreed upon by the parties. On the
Jump Page, Advertiser shall provide a link to its policy (or to Yahoo's
policy) regarding the protection of user data.
SECTION 8: ADDITIONAL TERMS
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8.1 Exclusion of Yahoo Competitors from the Advertiser Site. In no event
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shall any Jump Page, nor any page of Advertiser's electronic postage
software provided by Advertiser to users who accessed Advertiser Site
through an Advertiser Link contain graphic or textual hyperlinks,
promotion, logos or advertising banners of any principal competitor of
Yahoo. The agreed upon competitors at the Effective Date are [***] [and
their successors and affiliated sites
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
10
with respect to Jump Pages only]. From time to time, but no more than one
time per calendar quarter, Yahoo may request additions to this list of
Yahoo's competitors. Such companies shall be included as Yahoo's
Competitors upon Advertiser approval, which shall not be unreasonably
withheld, provided that Advertiser may honor any agreements with such newly
designated Yahoo Competitors entered into prior to such designation.
8.2 Link-back to Yahoo. Advertiser shall place a Yahoo graphic link on all
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pages to which users Click-through (including Jump Pages). Such Yahoo
graphic link shall (a) be placed on such page in a manner mutually agreed
(b) contain the Yahoo name and logo as provided by Yahoo and (c) directly
link the user back to a page designated by Yahoo.
8.3 Speed and Performance of Advertiser Site. The Advertiser Site shall
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comply with the speed, scale, and performance requirements mutually agreed
upon by the parties and in no event less than that provided by the average
of the top three Advertiser Competitors. Advertiser shall make reasonable
efforts to ensure that all information provided by users to Advertiser Site
is maintained, accessed and transmitted in a secure environment.
8.4 Quality of Service This Agreement may be terminated by Yahoo upon forty
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five (45) days written notice to Advertiser if Advertiser Site is no longer
within the top [***] electronic postage merchants as determined, to the
extent possible over a reasonable amount of time, by independent third-
parties and in light of the number and quality of customers and product
offerings and Advertiser fails to cure within 45 days after receipt of such
notice. At all times following the Launch Date, Advertiser must be able to
effectively provide online postage services to all qualified (by Advertiser
and USPS standards) users that sign up.
8.5 User Data: All information and data provided to Yahoo by users of the
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Yahoo Properties or otherwise collected by Yahoo relating to user activity
on the Yahoo Properties shall be retained by and owned solely by Yahoo. All
information and data provided by Advertiser users on the Advertiser Site or
otherwise collected by Advertiser relating to user activity on the
Advertiser Site shall be retained by and owned solely by Advertiser. Each
party agrees to use such information only as authorized by the user and
shall not disclose, sell, license, or otherwise transfer any such
information to any third party (except as required by the U.S. Post Office
or other governmental authorities or by law) or use the user information
for the transmission of "junk mail", "spam", or any other unsolicited mass
distribution of information.
8.6 License by Advertiser. Advertiser hereby grants to Yahoo a limited,
---------------------
non-transferable, non-exclusive, worldwide, fully paid license to use,
reproduce and display the Advertiser Brand Features (i) to indicate the
location of the Advertiser Links as set forth herein and (ii) in connection
with the marketing and promotion of Advertiser in the Yahoo Properties as
set forth herein or agreed by the parties.
8.7 License by Yahoo. Yahoo hereby grants to Advertiser a limited, non-
----------------
transferable, non-exclusive, worldwide, fully paid license to use,
reproduce and display the Yahoo Brand Features solely for the purpose and
on the pages of the Advertiser Site as described in Section 8.2 above.
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
11
8.8 Proprietary Rights. As between the parties, each party or its licensors
------------------
and third party information and content providers retains all rights, title
and interest in and to all of the information, content, data, designs,
materials and all copyrights, patent rights, trademark rights and other
proprietary rights thereto provided by it pursuant to this Agreement.
Except as expressly provided herein, no other right or license with respect
to any copyrights, patent rights, trademark rights or other proprietary
rights is granted under this Agreement. All rights not expressly granted
hereunder by a party are expressly reserved to such party and its licensor
and information and content providers.
8.9 Advertiser Content. Yahoo! may, in its sole discretion, include content
------------------
on Yahoo Post Office such as zip codes, post office hours of operation, and
mailing tips. Yahoo agrees that in determining which, if any, content to
include, Yahoo will review and consider content provided by Advertiser
("Advertiser Content"). In the event Yahoo chooses to display Advertiser
content, Yahoo and Advertiser shall discuss and execute a content license
relating to such content.
Integration. Yahoo and Advertiser agree to discuss in good faith the
-----------
integration of Yahoo! Address Book into the Advertiser online postage
software. Yahoo and Advertiser also agree to discuss in good faith
integration of the Advertiser online postage service (HTML version) into
the Yahoo! Post Office once such version is available. The terms and
conditions relating to either instance of such integration shall be subject
to a separate written agreement.
SECTION 9: NOTICE; MISCELLANEOUS PROVISIONS
-------------------------------------------
9.1 Notices. All notices, requests and other communications called for by
-------
this Agreement shall be deemed to have been given immediately if made by
telecopy (confirmed by concurrent written notice sent first class U.S.
mail, postage prepaid), if to Yahoo at 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx
Xxxxx, XX 00000, Fax: (000) 000-0000 Attention: Vice President (e-mail:
[***]), with a copy to its General Counsel (e-mail:[***]), and if to
Advertiser at the physical and electronic mail addresses set forth on the
signature page of this Agreement, or to such other addresses as either
party shall specify to the other. Notice by any other means shall be
deemed made when actually received by the party to which notice is
provided.
9.2 Independent Contractors. It is the intention of Yahoo and Advertiser
-----------------------
that Yahoo and Advertiser are, and shall be deemed to be, independent
contractors with respect to the subject matter of this Agreement, and
nothing contained in this Agreement shall be deemed or construed in any
manner whatsoever as creating any partnership, joint venture, employment,
agency, fiduciary or other similar relationship between Yahoo and
Advertiser.
9.3 Entire Agreement. This Agreement, together with all Exhibits,
----------------
represents the entire agreement between Yahoo and Advertiser with respect
to the subject matter hereof and thereof and shall supersede all prior
agreements and communications of the parties, oral or written, including
without limitation the Letter of Agreement between Yahoo and Advertiser.
12
*** Confidential treatment has been requested for the bracketed portions. The
Confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
9.4 Amendment and Waiver. No amendment to, or waiver of, any provision of
--------------------
this Agreement shall be effective unless in writing and signed by both
parties. The waiver by any party of any breach or default shall not
constitute a waiver of any different or subsequent breach or default.
9.5 Governing Law. This Agreement shall be governed by and interpreted in
-------------
accordance with the laws of the State of California without regard to the
conflicts of laws principles thereof.
9.6 Successors and Assigns. Neither party shall assign its rights or
----------------------
obligations under this Agreement without the prior written consent of the
other party, which shall not unreasonably be withheld or delayed.
Notwithstanding the foregoing, either party may assign this Agreement to an
entity who acquires substantially all of the stock or assets of a party to
this Agreement; provided that consent will be required in the event that
the non-assigning party reasonably determines that the assignee will not
have sufficient capital or assets to perform its obligations hereunder, or
that the assignee is a direct competitor of the non-assigning party. All
terms and provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted
transferees, successors and assigns.
9.7 Force Majeure. Neither party shall be liable for failure to perform or
-------------
delay in performing any obligation (other than the payment of money) under
this Agreement if such failure or delay is due to fire, flood, earthquake,
strike, war (declared or undeclared), embargo, blockade, legal prohibition,
governmental action, riot, insurrection, damage, destruction or any other
similar cause beyond the control of such party.
9.8 Severability. If any provision of this Agreement is held to be invalid,
------------
illegal or unenforceable for any reason, such invalidity, illegality or
unenforceability shall not effect any other provisions of this Agreement,
and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
9.9 Sole Responsibility. Advertiser will remain solely responsible for the
-------------------
operation of the Advertiser Site, and Yahoo and/or its Affiliates will
remain solely responsible for the operation of the Yahoo Properties. Each
party: (a) acknowledges that the Advertiser Site and the Yahoo Properties
may be subject to temporary shutdowns due to causes beyond the operating
party's reasonable control; and (b) subject to the terms of this Agreement,
retains sole right and control over the programming, content and conduct of
transactions over its respective Internet-based service.
9.10 Counterparts. This Agreement may be executed in two counterparts, both
------------
of which taken together shall constitute a single instrument. Execution and
delivery of this Agreement may be evidenced by facsimile transmission.
9.11 Authority. Each of Yahoo and Advertiser represents and warrants that
---------
the negotiation and entry of this Agreement will not violate, conflict
with, interfere with, result in a breach of, or constitute a default under
any other agreement to which they are a party.
13
9.12 Attorneys Fees. The prevailing party in any action to enforce this
--------------
Agreement shall be entitled to reimbursement of its expenses, including
reasonable attorneys' fees.
14
9.13 Reincorporation. Following the execution of this Agreement, Yahoo
---------------
intends to reincorporate into Delaware by virtue of a merger of Yahoo into
a wholly-owned Delaware subsidiary of Yahoo, and such Delaware subsidiary
will assume the obligations and acquire all rights of Yahoo under this
Agreement. Accordingly, all references in this Agreement to "Yahoo" shall,
to the extent applicable, be deemed to include Yahoo's successor in
interest as a result of the reincorporation.
(Signature page follows)
------------------------
15
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above.
YAHOO! INC. E-STAMP CORPORATION
By: /s/ Signature Illegible By: /s/ Xxxxxx X. Xxxxx
___________________________ ____________________________
Title: SVP Title: PRESIDENT & CEO
Address: ______________________ Address: ______________________
Telecopy: _____________________ Telecopy: _____________________
E-mail: _______________________ E-mail: _______________________
EXHIBIT A
---------
ADVERTISER LINKS
Advertising Elements
Type and Location of
U.S. Based Yahoo Property URL Link on Property Number of Page Views
[***] [***] Text Link - Front Page [***]
Merchant Button - Run
of Property
Merchant Spotlight Module-
Gov't, Human Resources Pages
Banners - Run of Property
[***] See Exhibit B Banners - Run of specific [***]
[***] category pages
[***] See Exhibit B Banners - Run of Business and [***]
Economy, Run of Computers and
Internet
[***] See Exhibit B Banners - Run of Property [***]
[***]
[***] [***] Banners - Run of Property [***]
[***] [***] Banners - Run of Property [***]
[***] Banners [***]
[***] TBD Module - front page [***]
Merchant Button--all pages
besides front page
[***] [***] Banners [***]
[***] [***] Banners [***]
[***] [***] Banners [***]
[***] [***] Banners [***]
[***] [***] Banners East Module -Run of [***]
Small Business Category
[***] [***] Banners [***]
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
[***] [***] Banners [***]
[***] [***] Banners [***]
Promotional Elements
[***] [***] One promotion [***]
[***] [***] HTML Page, Guaranteed Clicks [***]
[***] HTML Page, Email [***]
2) Specifications:
--------------
A The text link on the front page of the [***] referenced above shall:
(a) be no longer than 25 characters, (b) permit users to navigate
directly to the Jump Page, and (c) shall first appear as close as
practicable to the Launch Date.
B The merchant button on the [***] referenced above shall: (a) contain a
logo with dimensions no larger than 88 pixels wide by 31 pixels high
(b) have a maximum file size of one and one half (1.5) KB, (c) not
contain animation and (d) permit users to navigate directly to a Jump
Page.
C The merchant spotlight module on the [***] page of the [***]
referenced above shall: (a) contain a logo with dimensions of either
120 pixels wide by 90 pixels high or 140 pixels wide by 30 pixels high
(b) have a maximum file size of 2 K, (c) not contain animation, (d)
(i) if 120 pixels wide by 90 pixels high have 1 text link with a
maximum of 25 characters per link to appear directly below the image
or (ii) if 140 pixels wide by 30 pixels high have 3 text links with
each text link having a maximum of 25 characters per link, and (e)
permit users to navigate directly to a Jump Page.
D All banner advertisements referenced above shall: (a) promote E-Stamp
products and services, (b) have dimensions no larger than 468 pixels
wide by 60 pixels high, (c) not have more than six seconds of
animation, no 'looping', (d) have a file size of no greater than 12K,
and (e) will permit users to navigate directly to a Jump Page.
E The module on the front page of the [***] referenced above shall a)
include links to relevant content and/or services, b) include links to
a Jump Page. E-Stamp shall work with Yahoo to facilitate the login and
navigation of the E-Stamp site and software for E-Stamp users.
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
F The merchant button on other pages of the [***] shall: (a) contain a
logo with dimensions no larger than 88 pixels wide by 31 pixels high
(b) have a maximum file size of one and one half (1.5) KB, (c) not
contain animation and (d) permit users to the Jump Page.
G The message board module on [***] referenced above shall: (a) contain
a logo with dimensions no larger than 120 pixels wide by 120 pixels
high (b) have a maximum file size of 12 K, (c) may contain animation,
(d) have 3 text links with a maximum of 20 characters per link, and
(e) permit users to navigate directly to a Jump Page.
H The text link on the [***] property referenced above shall: a) consist
of 3 lines of not more than 10 characters each, including spaces, (b)
no words in all capital letters, c) permit users to navigate directly
to the Jump Page, and c) are subject to Yahoo's approval.
Yahoo Delivers
I The guidelines and specifications for the [***] messages to be
delivered in accordance with 2.1(d) are as follows:
1. a) Advertiser may select up to three targeted qualifiers,
b) Advertiser may select from Yahoo registration demographics and geo-
demographic information, c) promotional offer must be valid for a
minimum of 30 days with expiration date, 30 days from e-mailing date,
(shorter dates only if approved by Yahoo), d) Yahoo will only track
mailings for 30 days, e) Advertiser must submit advertising creative
no less than 5 business days (10 days with 2 or more creative) prior
to mail date to guarantee timely delivery, f) E-mail all creative to
xxxxxxxxxxxxxxx@xxxxx-xxx.xxx, g) Advertiser must provide Customer
-----------------------------
Support contact information so Yahoo can forward support calls, h)
[***] e-mails per day maximum
2. Email message specifications: (a) a single HTML message which is free of
errors and must pass a validation checker, (b) Width of message must not exceed
425 pixels, (c) total page weight must be 30K or less (HTML code plus 6 graphics
or less), (d) animation limited to 6 seconds, no looping, (e) no Java,
JavaScript, frames, ActiveX, or dynamic HTML, (f) no body background image or
color. May use colored tables to simulate a background color, (g) messages
address users as Yahoo! Delivers or as otherwise determined by mutual consent
(e.g. "An exclusive offer for Yahoo! Delivers), h) subject line must be 35
characters or less including YAHOO DELIVERS!, i) subject line cannot mislead
viewer, t) all specifications are subject to Yahoo's! approval.
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
EXHIBIT B
CATEGORIES, KEYWORDS AND CATEGORY PAGES
FIXED CATEGORY PAGES
[***]
YAHOO! CATEGORIES (RUN OF):
[***]
KEYWORDS
[***]
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
EXHIBIT C
INSERTION ORDER
YAHOO! MAIN SITE
ADVERTISING INSERTION ORDER
xxxx://xxx.xxxxx.xxx
--------------------
YAHOO!
ORDER # SALES CONTACT
REVISION PHONE
TYPE FAX
DATE EMAIL
ADVERTISER AGENCY
ADDRESS ADDRESS
CONTACT CONTACT
PHONE PHONE
FAX FAX
EMAIL EMAIL
**RENEWAL - USE SAME ART __
START DATE: END DATE:
CONTRACT LENGTH:
POSITION:
--------
TOTAL PAGE VIEWS TOTAL NET COST
---------------- --------------
OTHER INSTRUCTIONS
------------------
TOTAL NET COST/MONTH___________________
TOTAL NET COST__________________ Terms: See Billing Instructions.
BILLING INSTRUCTIONS:
--------------------
Xxxx to Advertiser.
First month due in advance; net 30
after first month.
-----------------
MATERIALS: Banners: Banner requirements are posted at
xxxx://xxx.xxxxx.xxx/xxxx/xxxxxxxxxxx.
DELIVERY: All materials and any changes must be delivered at least 4 business
days in advance to the email address specified for your region at :
xxxx://xxx.xxxxx.xxx/xxxx/xxxxxxxxxxx/xxxxxx.xxxx. A Yahoo! insertion order
-------------------------------------------------
number and flight dates must be referenced in all correspondence. Yahoo! will
not issue any credit or makegood due to incorrectly submitted banners and/or
incomplete information.
TERMS AND CONDITIONS: This insertion order is subject to the terms and
--------------------
conditions ("Standard Terms") attached hereto as Exhibit A of this Insertion
Order, and such Standard Terms are made a part of this insertion order by
reference. The signatory of this Insertion Order represents that he has read and
agrees to such Standard Terms.
This insertion order is valid for three (3) business days from the date of this
order. This agreement is non-cancelable.
AUTHORIZED BY:________________________ PHONE:_____________
DATE:_______________
PRODUCTION CONTACT:_______________________ PHONE:_____________
DATE:_____________
PLEASE RETURN TO YAHOO! SALES OPERATIONS DEPT. FAX # (000) 000-0000
Yahoo! Inc.
0000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000
EXHIBIT D
WIRE INSTRUCTIONS
Yahoo's Bank Information:
Institution Name: [***]
Institution Address: [***]
ABA: [***]
Beneficiary Name: [***]
Beneficiary Account Number: [***]
*** Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
EXHIBIT E
EZ VENTURE
EZVENTURE: MATERIALS SPECS AND DUE DATES
NOTE: This is a general overview of the promotion's ad specs. When your
insertion order is completed, you will receive a customized version with the
game icon (gif) attached.
Welcome to Yahoo!'s EZVenture! Please take a few minutes to review this
information, which details all the program basics.
WHAT IS IT? (xxxx://xxxx.xxxxxxxxx.xxx/xxx/xxxxxxx.xxx)
-------------------------------------------
EZVenture is a Yahoo! owned and operated promotion targeted at small businesses.
In association with Fast Company, relevant business articles are intertwined
with offers from advertisers.
CLIENT DELIVERABLES
Note: All deliverables are due every Friday, 12:00 PM EST. New campaigns "go
live" every Wednesday.
UP TO 3 AD BANNERS AND REDIRECT URLS:
EZVenture contains a banner rotation at the top of each content page. Clients
may submit up to 3 each 468 X 60 banners and redirect URLs. Maximum file size
for each banner is 12K, animation permitted up to 6 seconds. No looping. No html
banners.
UP TO 3 OFFER PAGE URLS:
Yahoo! has final approval on all client creative submitted. If file size and
creative does not meet Yahoo! specifications, we reserve the right to reject
any/all deliverables.
Offer pages are hosted by the advertiser (your opportunity to dazzle users with
special offers, online discounts, or additional sweepstakes). These pages are
linked with EZVenture articles and will include a "Win It" sweepstakes button
which users click on to continue through EZVenture. Offer pages must not exceed
30K to optimize Yahoo!'s fast page loading standards.
Note: every offer page must include the attached button. If the button does not
appear on the offer page, Yahoo! will remove the page until the button is re-
positioned.
Your redirect URL for the button will be assigned to you when your completed
insertion order is received.
EMAIL INSERTS (RESTRICTED TO CERTAIN PACKAGES)
Promotion focused e-mail messaging is sent once per week on Wednesday and
includes article content updates, scoring information, and 1-3 sponsor messages.
Multi Sponsor e-mail messages are 30 words long and placed in the center of the
message. Note that your e-mail messaging may be used to promote your poll
question and poll results.
[Note: Yahoo! does not report open or click-through statistics from emails.]
POLL QUESTIONS (RESTRICTED TO CERTAIN PACKAGES)
Poll questions are rotated each week and consist of one question and three
multiple choice answers. The results of your poll will be posted for players to
view for one week once the poll has completed its run.
Please deliver:
* 1 Question (20 words)
* 3 Answers (5 words per answer)
REPORTING:
Once per week, Yahoo! will send you a report that includes:
* # of clicks delivered per offer page (broken down by day)
* Impressions and click-throughs from your banner
* The number of email inserts sent (if applicable)
TERMS AND CONDITIONS
BACK BUTTON
The back button on sponsors' offer pages must be enabled. However, there is no
back button requirement for any pages deeper in sponsors' sites.
BANNER ADS
* Banners in EZVenture can link to the offer page or anywhere else on
the sponsor's site.
* Up to three banner ads can be rotated. Impressions and click-throughs
from the banners are included in the weekly report.
* Third party ad banner serving is not allowed.
* Clients may submit new offer page/banner creative each week with the
same deliverable timeline as stated above.
* There is no opt-in feature under the banner ads in EZVenture
OFFER PAGE TESTING
EZVenture is not capable of testing multiple offer pages simultaneously.
TARGETING
Sponsors cannot target by age, gender, zip code, job function, or company size.
All click-throughs and email inserts are directed to the entire EZVenture
database.
BROWSER SPAWNING
The offer page is not permitted to spawn a new browser window when users click
back into the promotion.
INTERSTITIAL
Sponsor interstitial between offer pages and game pages are not permitted.
COMPETITIVE ADVERTISING
Offer pages may not feature banner ads from Yahoo's online portal competitors.
CONTACTS FOR QUESTIONS AND COMMENTS:
Questions about ad specifications go directly to:
Xxxxxxxxx Xx, Yahoo! Promotion Supervisor.
[***]
(000) 000-0000
*** Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed
separately with the Securities and Exchange Commission.
EXHIBIT F
ADVERTISING POLICIES
Manner of transmission to Yahoo!: Estamp shall submit all artwork (banners, HTML
emails, modules, buttons etc.) via email to: [***] please "cc" [***] point
-----
Lead time prior to publication: New banner submission should be at least (4)
four business days prior to the agreed upon "live" date. A change of any
creative should be submitted at least (4) four business days prior to the
agreed upon change date. All other creative, including creative for front page
promotions and HTML pages for email require submission (7) seven business days
prior to the agreed upon "live" date.
Content/creative: content and creative must be reviewed and approved by Yahoo!
prior to being put on our site. Please refer to our advertising resource center
for specifications on the different types of creative allowed on Yahoo!
xxxxx://xxxxx.xxxxx.xxx/xxxxxxxx/Xxxxx/xxx/xxxxx page.html
----------------------------------------------------------
Promotions: please refer to
xxxx://xxx.xxxxx.xxx/xxxx/xxxxxxxxxxx/xxxx.xxxx#xxxxxx specs for details
------------------------------------------------------------
regarding building and having Yahoo! host your Front Page Promotion.
*** Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately
with the Securities and Exchange Commission
