EXHIBIT 10.10
CONFIDENTIAL
AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
This Amendment to Interactive Services Agreement (this "Amendment"),
effective as of August 27, 1999 (the "Amendment Effective Date"), is made and
entered into by and between America Online, Inc. ("AOL"), a Delaware corporation
with its principal offices at 00000 XXX Xxx, Xxxxxx, Xxxxxxxx 00000, and
iVillage, Inc. ("Interactive Content Provider") or "ICP"), a Delaware
corporation, with its principal offices at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000. Defined terms that are used but not defined herein shall
be as defined in the Interactive Services Agreement between AOL and ICP
effective as of December 31, 1998 (the "Agreement").
The Parties wish to amend the Agreement as described below.
It is therefore agreed as follows:
1. Families Channel Anchor Tenancy. Section 1.1(a) of the Agreement
("Anchor Tenancy") is hereby deleted in its entirety and replaced with the
following:
"Within the Families channel (or any specific successor thereof), AOL
shall continuously and prominently place an agreed-upon ICP logo or banner
(an "Anchor Tenant Button") on each of the following (or any specific
successors thereof): (i) the Families channel main screen, (ii) the
Pregnancy subscreen, (iii) the Toddlers subscreen, (iv) the Preschoolers
subscreen and (v) the Grade Schoolers subscreen."
2. Lifestyles Channel Anchor Tenancy. Notwithstanding the notification
letter dated February 24, 1999 sent by ICP to AOL requesting removal of ICP's
Anchor Tenant Button from the Lifestyles channel main screen, the Parties hereby
agree that such Lifestyles channel Anchor Tenant Button shall remain in place
until July 1, 1999 at no additional cost to ICP.
3. Acknowledgement. ICP acknowledges that the terms set forth in this
Amendment shall satisfy AOL's obligation to provide ICP with comparable Anchor
Tenant placements within the AOL Families Channel as a result of the redesign of
the AOL Families Channel on February 22, 1999.
4. Order of Precedence. This Amendment is supplementary to and modifies
the Agreement. The terms of this Amendment supersede provisions in the Agreement
only to the extent that the terms of this Amendment and the Agreement expressly
conflict. However, nothing in this Amendment should be interpreted as
invalidating the Agreement, and provisions of the Agreement will continue to
govern relations between the parties insofar as they do not expressly conflict
with this Amendment.
5. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same document.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the date first written above.
AMERICA ONLINE, INC. iVILLAGE, INC.
By: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxx
---------------------------------- ----------------------------------
Name: Xxxxxxxx X. Xxxxx Name: Xxxxx Xxxxx
-------------------------------- --------------------------------
Title: Executive Director, Title: Senior Vice President,
------------------------------- -------------------------------
Business Affairs Business Affairs
------------------------------- -------------------------------
