Exhibit 10.3
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LICENSING AND SERVICES AGREEMENT
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This Licensing and Services Agreement (this "Agreement") dated as of
November 18, 1996, is by and between Lycos, Inc., a Delaware corporation
("Lycos"), having an office at 000 Xxxxxx Xxxx Xxxx Xxxx, Xxxxxxxxxxx, XX 00000
and GTE New Media Services Incorporated, a Delaware corporation ("GTE"), having
an office at GTE Place, West Airfield Drive, D/FW Airport, TX 75261-9810.
RECITALS
WHEREAS, GTE is the owner or licensee of certain content and information
known as the SuperPages service, as described more fully on Exhibit A hereto,
which is stored in a searchable proprietary database accessible through the URL
xxxxxxxxxx.xxx.xxx (the "GTE Service");
WHEREAS, Lycos is the owner or licensee of certain Web services known as
the Lycos Catalog of the Internet, a2z Directory and Point Reviews, as described
more fully on Exhibit B hereto, which are accessible through the URL
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xxx.xxxxx.xxx (the "Lycos Services");
WHEREAS, GTE desires to provide a link from the GTE Service to the Lycos
Services so that users of the GTE Service will have access to the Lycos
Services;
WHEREAS, Lycos desires to provide a link from the Lycos Services to the GTE
Service so that users of the Lycos Services will have access to the GTE Service;
and
WHEREAS, GTE desires that Lycos create a Web business directory to be
served by Lycos or GTE and to enter into other arrangements as more particularly
described herein.
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, GTE and Lycos hereby agree as follows:
1. Certain Definitions.
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As used herein, the following terms shall have the meaning herein
ascribed:
(a) "Advertising Space" means that space within either the Lycos
provided Business Directory or the GTE Service available for sale to businesses
(i.e. banner advertisements), other than GTE's line of directory related
products such as Display Advertisements, Fact Files, and Web sites, all as more
particularly described in the attached Exhibit C.
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(b) "Business Directory" means the business Web site directory
developed by Lycos to replace the existing GTE directory, which will include
selected business content from the Lycos Catalog of the Internet searchable by
company names, brand names and product type, all of which will be hosted by
Lycos on the Lycos Services.
(c) "GTE Service" means the searchable proprietary database
consisting of content and information known as the SuperPages service, and all
other content and information developed by GTE for inclusion on GTE's services
on the Web for which GTE is the owner or licensee, all as described more fully
in Exhibit A. "GTE Service" shall not include applications and content developed
in conjunction with third parties where GTE shares revenues generated from
advertising with such third parties, even though the Web pages containing such
information may be accessed by a user of the Lycos Services.
(d) "Lycos Services" means Lycos' Web catalog and search software,
Point Reviews and a2z Directory for which Lycos is the owner or licensee, all of
which are accessible through the URL xxx.xxxxx.xxx, all as described more fully
on Exhibit B.
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(e) "Web" means the World Wide Web, a system for accessing and
viewing text, graphics, sound and other media via the collection of computer
networks known as the Internet.
2. License Grant by GTE: Link to GTE Service.
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(a) Subject to the terms and conditions of this Agreement, GTE
hereby grants to Lycos the right to link to the GTE Service so as to provide
users of the Lycos Services access to the GTE Service. To the extent such access
is deemed to be a reproduction, transmission or distribution, Lycos is further
granted a worldwide, royalty-free license to use, reproduce, transmit,
distribute and publicly display the GTE Service so as to make the GTE Service
available to users of the Lycos Services via the Web.
(b) Subject to the terms and conditions of this Agreement, GTE
hereby grants Lycos the right to reproduce and display all logos, trademarks,
trade names and similar identifying material relating to the GTE Service (the
"GTE Marks") in connection with the promotion, marketing and distribution of the
GTE Service. Upon GTE's request, Lycos will make available samples of any uses
of the GTE Marks for approval by GTE, such approval to be in GTE's sole and
exclusive discretion.
(c) Lycos will provide the link to the GTE Service as the sole
yellow page service on the Lycos Services accessible through xxx.xxxxx.xxx. The
GTE Service will be premiered on the title bars within the Lycos Services as the
yellow page service for the Lycos Services. The GTE Service which is accessed
from the Lycos Services will be Lycos branded with the look and feel of the
Xxxxx.xxx site, with the appropriate "Powered by SuperPages" logo and copyright
information from GTE. The GTE Service shall operate at a performance level
comparable to the performance levels associated with similar applications (i.e.
the Lycos Catalog) in the Lycos Services.
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(d) Lycos will integrate links to the GTE Service content into
certain portions of the Lycos Services such as Personal Lycos, City Guide, Web
Search Results and other areas where such content can enhance the value of the
Lycos Services.
(e) Subject to the prior written consent of GTE, which consent
shall not be unreasonably withheld, Lycos shall be permitted to sublicense its
rights under Sections 2(a) and 2(b) above to its licensees, provided that (i)
the service provided by the licensee will be branded by the licensee displaying
the appropriate GTE Marks and GTE copyrights, (ii) Lycos shall include in each
sublicense appropriate provisions providing for copyright licenses with GTE
providers, if required, and (iii) licensee agrees to pay an appropriate license
fee, such fee to be reasonably set by GTE and Lycos.
3. Monthly Fees: Revenue Sharing from GTE Service.
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(a) In consideration of Lycos' obligations under this Section 2,
commencing on the date that the GTE Service becomes available through the Lycos
Services and until December 3 1, 1996, GTE will pay Lycos a monthly fee of
[*], which fee will be pro rated for any partial month. Commencing January
1, 1997, GTE will pay Lycos a monthly fee of [*]. The monthly fees shall be
payable in advance on the first day of each month, with the exception of
January, when such payment shall be due on the fifth day of the month. [*].
(b) In addition to the payment of the monthly fees, all revenue
derived by GTE from the sale of Advertising Space within the GTE Service that is
accessed by users of the Lycos Services through the link from the Lycos Services
to the GTE Service (after deducting any external sales commissions) will be
shared [*]. In no event will advertising revenues include revenues attributable
to banner advertisements sold on the Web pages within the Lycos Services which
may provide the link to the GTE Service or initiate GTE Service search features.
(c) Lycos' share of the advertising revenue described in Section 3
shall be calculated and reported in writing on a monthly basis, and shall be
payable within thirty (30) days after the end of the month in which it is
received by GTE. GTE shall permit Lycos to audit GTE's
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* Certain information on this page has been omitted and
filed separately with the Commission. Confidential
treatment has been requested with respect to the
omitted portions.
records with respect to such revenue (at Lycos' expense, upon at least ten
business days notice, during normal business hours and no more than once
quarterly) upon Lycos' reasonable request in order to ensure GTE's compliance
with Section 3. The cost of such audits shall be borne by Lycos unless such
audit reveals a deficiency by GTE of [*] or more, in which case the cost of the
audit shall be borne by GTE. In any event, GTE will pay the amount of any
deficiency within thirty (30) days after completion of such audit. If any
payment under this Section 3 is not received within thirty (30) days of the date
of invoice, interest will be imposed for each month or portion thereof that the
outstanding balance remains unpaid at the rate of [*] per month or the maximum
interest allowed by law, whichever is less, from the original due date.
(d) In the event Lycos exercises its right to sublicense in
accordance with Section 2(e), GTE and Lycos shall mutually agree on the revenue
share to be allocated to the Licensee, and the allocation between GTE and Lycos
of revenues derived by GTE from Advertising Space within the GTE Service that is
accessed by users of the licensee's services will be computed after deducting
the portion of such revenues payable to the licensee.
4. License Grant by Lycos. Link to Lycos.
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(a) Subject to the terms and conditions of this Agreement, Lycos
hereby grants to GTE the right to link to the Business Directory so as to
provide users of the GTE's Web services access to the Business Directory. To the
extent such access is deemed to be reproduction, transmission or distribution,
GTE is further granted a worldwide, royalty-free license to use, transmit,
distribute and publicly display the Business Directory so as to make the
Business Directory available to users of the GTE Service via the Web.
(b) Subject to the terms and conditions of this Agreement, Lycos
hereby grants GTE the right to reproduce and display Lycos' logos, trademarks,
trade names and similar identifying material relating to the Lycos Services (the
"Lycos Marks") in connection with the marketing, distribution and promotion of
the Business Directory. Upon Lycos' request, GTE will make available samples of
any uses of the Lycos Marks for approval by Lycos, such approval to be in Lycos'
sole and exclusive discretion.
5. Revenue Share from Lycos Services.
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(a) In consideration of GTE providing a link to the Business
Directory under Section 4, all revenue derived by Lycos from the sale of
Advertising Space within the Business Directory Web pages that are accessed by
users of the GTE Service through the link from the GTE Service to the Business
Directory [*]. Lycos will be entitled to retain all revenues derived from the
sale of advertisements on the Lycos Services, other than Advertising Space
contained in the Business Directory, accessed by users of the GTE Service.
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* Certain information on this page has been omitted and
filed separately with the Commission. Confidential
treatment has been requested with respect to the
omitted portions.
(b) GTE's share of the advertising revenue described in Section
5(a) shall be calculated and reported in writing on a monthly basis, and shall
be payable within thirty (30) days after the end of the month in which it is
received by Lycos. Lycos shall permit GTE to audit Lycos' records with respect
to such revenue (at GTE's expense, upon at least ten business days notice,
during normal business hours and no more than once quarterly) upon GTE's
reasonable request in order to ensure Lycos' compliance with this Section 5. The
cost of such audits shall be borne by GTE unless such audit reveals a deficiency
by Lycos of [*] or more, in which case the cost of the audit shall
be borne by Lycos. In any event, Lycos will also pay the amount of such
deficiency within thirty (30) days after completion of such audit. If any
payment under this Section 5 is not received within thirty (30) days of the date
of invoice, interest will be imposed for each month or portion thereof that the
outstanding balance remains unpaid at the rate of [*] month or the maximum
interest allowed by law, whichever is less, from the original due date.
6. Premium Search Provider. Throughout the term of this Agreement,
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Lycos will be designated as the "Premier Web Search Provider" to the GTE
Service, with the Lycos Services and Lycos Marks being the most prominently
featured search services on the GTE Service. As the Premier Web Search Provider
to the GTE Service, the Lycos Services will be accessed by pressing or
"clicking" on the Lycos Search Button on the GTE Service. In the event that GTE
Internet Solutions ("GIS") and Lycos enter into a license agreement pursuant to
which GIS licenses the Lycos Services, GTE may satisfy its obligations under
this Section 6 by designating the Lycos Services, as branded by GIS within the
GIS services, as the Premier Web Search Provider to the GTE Service in the same
manner as provided in this Section 6, so long as such license agreement
continues in effect.
7. Operations Review Committee.
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The parties shall form an Operations Review Committee to oversee activities
contemplated by this Agreement, facilitate communications between the parties
and ensure coordination in operational matters. The Operations Review Committee
shall be comprised of a total of four members, with each party having the right
to appoint two members to represent the interests of the party. The Operations
Review Committee shall meet not less than every six months to review the
implementation and integration of the GTE and Lycos Services, and to pursue
mutually agreed upon initiatives.
8. Delivery of Business Directory and Service: Technical Assistance and
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Support.
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(a) Lycos will use its best efforts to make the Business Directory
available to GTE on or prior to January 1, 1997.
(b) Throughout the term of this Agreement, GTE will provide ongoing
assistance to Lycos with regard to technical and service-oriented issues
relating to the utilization and/or maintenance of the GTE Service.
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* Certain information on this page has been omitted and
filed separately with the Commission. Confidential
treatment has been requested with respect to the
omitted portions.
9. Term of Agreement.
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The term of this Agreement shall commence on the date hereof and will
continue to December 31, 1999 (the "Initial Term"), unless terminated earlier as
provided below or in Section 14 herein. [*].
10. Representations and Warranties of the Parties.
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In order to induce Lycos to enter into this Agreement, GTE hereby warrants
and represents as follows:
(a) Status. GTE is a corporation in good standing under the laws
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of the state of its organization, and has the full right, power and authority to
enter into this Agreement and to grant the rights herein granted.
(b) No Conflicting Obligations. The performance by GTE pursuant to
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this Agreement and/or the rights herein granted to Lycos will not conflict with
or result in a breach or violation of any of the terms or provisions, or
constitute a default under any organizational instruments of GTE or any
agreement to which GTE is a party or to which it is bound.
(c) Right to License. GTE possesses the full right and authority
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to license the GTE Service and the GTE Marks. GTE is the sole owner and/or has
the right to license, and shall continue to own and/or have the right to
license, throughout the term of the Agreement, all right, title and interest,
including without limitation all rights under copyright in and to the GTE
Service and all materials created by employees of GTE and/or third parties, for
or in connection with the GTE Service, and each element thereof.
(d) Compliance with Laws and Regulations. GTE shall comply with
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all applicable laws, statutes, ordinances, rules and regulations of each
country, state, city or other political entity.
(e) Clearances. GTE shall clear all rights in the GTE Service and
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all elements thereof for use as provided herein. All fees of any nature,
including, without limitation, residuals, royalties, reuse, health and welfare
payments, and similar or dissimilar fees due to third parties (including
writers, composers and performers) for rights necessary to exploit the GTE
Service, as provided herein, shall be the sole responsibility of GTE.
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* Certain information on this page has been omitted and
filed separately with the Commission. Confidential
treatment has been requested with respect to the
omitted portions.
(f) No Infringement. GTE has the right to enter into this
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Agreement and to grant to Lycos the license provided herein and neither the GTE
Service nor the GTE Marks nor any other materials or any elements or parts
thereof or other material delivered or to be delivered to Lycos hereunder, nor
the use of the GTE Service pursuant to the provisions hereof by Lycos of any of
its rights hereunder, shall violate or infringe upon the copyright, literary,
privacy, publicity, trademark, service xxxx or any other personal, moral or
property right of any person, nor shall same constitute a libel or defamation of
any person whatsoever.
(g) General. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND
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WARRANTIES, GTE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE
WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
11. Representations and Warranties of Lycos. In order to
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induce GTE to enter into this Agreement, Lycos represents and warrants that:
(a) Corporate Status. Lycos is a corporation in good standing
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under the laws of the State of Delaware, and has the full right, power and
authority to enter into this Agreement and to grant the rights herein granted.
(b) No Conflicting Obligations. The performance by Lycos pursuant
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to this Agreement and/or the rights herein granted to GTE will not result in a
breach or violation of any of the terms or provisions, or constitute a default
under any organizational instruments of Lycos or any agreement to which Lycos is
a party or to which it is bound.
(c) Compliance with Laws and Regulations. Lycos shall comply with
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all applicable laws, statutes, ordinances, rules and regulations of each
country, state, city or other political entity.
(d) Clearances. Lycos shall clear all rights in the Lycos
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Services and all elements thereof for use as provided herein. All fees of any
nature, including, without limitation, residuals, royalties, reuse, health and
welfare payments, and similar or dissimilar fees due to third parties (including
writers, composers and performers) for rights necessary to exploit the Lycos
Services, as provided herein, shall be the sole responsibility of Lycos.
(e) No Infringement. Lycos has the right to enter into this
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Agreement and to grant to GTE the license provided herein and neither the Lycos
Services nor the Lycos Marks nor any other materials or any elements or parts
thereof or other material delivered or to be delivered to GTE hereunder, nor the
use of the Lycos Services pursuant to the provisions hereof by GTE of any of its
rights hereunder, shall violate or infringe upon the copyright, literary,
privacy, publicity, trademark, service xxxx or any other personal, moral or
property right of any person, nor shall same constitute a libel or defamation of
any Person whatsoever.
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(f) General. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND
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WARRANTIES, LYCOS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE
WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
12. Indemnification: Insurance.
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(a) GTE Indemnity. GTE will at all times indemnify and hold
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harmless Lycos and its officers, directors, shareholders, successors and assigns
from and against any and all third party claims, damages, liabilities, costs and
expenses, including reasonable legal fees and expenses, arising out of or
relating to any breach of any warranty, representation, covenant or agreement
made by GTE in this Agreement or any violation or infringement of any copyright,
literary, privacy, publicity, trademark, service xxxx or any other personal or
property right of any person. Lycos shall give GTE prompt written notice of any
claim, action or demand for which indemnity is claimed. GTE shall have the
right, but not the obligation, to control the defense and/or settlement of any
claim in which it is named as a party. Lycos shall have the right to participate
in any defense of a claim by GTE with counsel of Lycos' choice at its own
expense. The foregoing indemnity is conditioned upon: prompt written notice by
Lycos to GTE of any claim, action or demand for which indemnity is claimed;
complete control of the defense and settlement thereof by GTE; and such
reasonable cooperation by Lycos in the defense as GTE may request.
(b) Lycos Indemnity. Lycos will at all times defend, indemnify and
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hold harmless GTE and its officers, directors, shareholders, successors and
assigns from and against any and all third party claims, damages, liabilities,
costs and expenses, including reasonable legal fees and expenses, arising out of
or relating to any breach of any warranty, representation, covenant or agreement
made by Lycos in this Agreement or any violation or infringement of any
copyright, literary, privacy, publicity, trademark, service xxxx or any other
personal or property right of any person. GTE shall give Lycos prompt written
notice of any claim, action or demand for which indemnity is claimed. Lycos
shall have the right, but not the obligation, to control the defense and/or
settlement of any claim in which it is named as a party. GTE shall have the
right to participate in any defense of a claim by Lycos with counsel of GTE's
choice at its own expense. The foregoing indemnity is conditioned upon: prompt
written notice by GTE to Lycos of any claim, action or demand for which
indemnity is claimed; complete control of the defense and settlement thereof by
Lycos; and such reasonable cooperation by GTE in the defense as Lycos may
request.
13. Confidentiality: Press Releases.
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(a) Non-Disclosure Agreement. The parties agree and acknowledge
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that, as a result of negotiating, entering into and performing this Agreement,
each party has and will have access to certain of the other party's Confidential
Information (as defined below). Each party also understands and agrees that
misuse and/or disclosure of that information could adversely affect the other
party's
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business. Accordingly, the parties agree that, during the term of this
Agreement and thereafter, each party shall use and reproduce the other party's
Confidential Information only for purposes of this Agreement and only to the
extent necessary for such purpose and shall restrict disclosure of the other
party's Confidential Information to its employees, consultants or independent
contractors with a need to know and shall not disclose the other party's
Confidential Information to any third party without the prior written approval
of the other party. Notwithstanding the foregoing, it shall not be a breach of
this Agreement for either party to disclose Confidential Information of the
other party if required to do so under law or in a judicial or other
governmental investigation or proceeding, provided the other party has been
given prior notice and the disclosing party has sought all available safeguards
against widespread dissemination prior to such disclosure.
(b) Confidential Information Defined. As used in this Agreement,
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term "Confidential Information" refers to: (i) the terms and conditions of this
Agreement; (ii) each party's trade secrets, business plans, strategies, methods
and/or practices; and (iii) other information relating to either party that is
not generally known to the public, including information about either party's
personnel, products, customers, marketing strategies, services or future
business plans. Notwithstanding the foregoing, the term "Confidential
Information" specifically excludes (i) information that is now in the public
domain or subsequently enters the public domain by publication or otherwise
through no action or fault of the other party; (ii) information that is known to
either party without restriction, prior to receipt from the other party under
this Agreement, from its own independent sources as evidenced by such party's
written records, and which was not acquired, directly or indirectly, from the
other party; (iii) information that either party receives from any third party
having a legal right to transmit such information, and not under any obligation
to keep such information confidential; and (iv) information independently
developed by either party's employees or agents provided that either party can
show that those same employees or agents had no access to the Confidential
Information received hereunder.
(c) Press Releases. Lycos and GTE shall jointly prepare press
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releases concerning the existence of this Agreement and the terms hereof
Otherwise, no public statements concerning the existence or terms of this
Agreement shall be made or released to any medium except with the prior approval
of Lycos and GTE or as required by law.
14. Termination. This Agreement may be terminated as follows:
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(a) immediately by either party if the other party shall (i) admit
in writing an inability to pay its debts as they come due or fail to pay its
debts as they become due, or (ii) commence a case under any chapter of Title11
of the United States Code ("Bankruptcy Code"); or (iii) have commenced against
it an involuntary case under the Bankruptcy Code, which case is not dismissed
within thirty (30) days from the date of commencement; or (iv) consent to or
suffer the appointment of a custodian, receiver, or trustee for all or a major
part of its property; or (v) make an assignment for the benefit of its creditors
or consent to the entry of a court order under any law ordering the winding up
or liquidation of its affairs, or suffer the entry of such an order (such
termination shall not relieve the party in proceedings from liability for the
performance of its
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obligations arising prior to such termination and shall be in addition to all
other rights and remedies the terminating party may have available to it under
this Agreement or at law or in equity);
(b) by either party upon thirty (30) days written notice in the
event of material breach of this Agreement by the other party unless such breach
shall have been cured within such thirty (30) days; or
(c) by mutual written consent of the parties.
15. Relationship of Parties. GTE and Lycos are independent contractors
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under this Agreement, and nothing herein shall be construed to create a
partnership, joint venture or agency relationship between GTE and Lycos. Neither
party has authority to enter into agreements of any kind on behalf of the other.
16. Assignment, Binding Effect. Neither Lycos nor GTE may assign this
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Agreement or any of its rights or delegate any of its duties under this
Agreement without the prior written consent of the other; provided that either
party shall have the right to assign its rights and obligations hereunder to any
subsidiary or affiliate or to any entity acquiring such party's business upon
notice to the other party. Any purported assignment or delegation without such
required consent shall be null and void.
17. Choice of Law. This Agreement, its interpretation, performance
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or any breach thereof, shall be construed in accordance with the laws of the
Commonwealth of Massachusetts applicable to contracts entered into and wholly to
be performed within said state.
18. Counterparts. This Agreement may be executed in multiple
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
19. Section Headings. Section headings are for convenience only and
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are not a part of this Agreement.
20. Entire Agreement. This Agreement contains the entire understanding of
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the parties hereto with respect to the transactions and matters contemplated
hereby, supersedes all previous agreements between Lycos and GTE concerning the
subject matter, and cannot be amended except by a writing signed by both
parties. No party hereto has relied on any statement, representation or promise
of any other party or with any other officer, agent, employee or attorney for
the other party in executing this Agreement except as expressly stated herein.
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21. Limitations of Liabilily.
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UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY
PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES),
SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST
BUSINESS. [*].
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date set forth above.
GTE MEDIA SERVICES INCORPORATED LYCOS, INC.
By:_________________________________ By: ______________________________
Name: ______________________________ Name: ____________________________
Title: _____________________________ Title: ___________________________
Date: ______________________________ Date: ____________________________
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* Certain information on this page has been omitted and
filed separately with the Commission. Confidential
treatment has been requested with respect to the
omitted portions.
Exhibit A
Description of GTE Services
"GTE Services" include the on-line Yellow Pages and other consumer information
services distributed on the Internet via the World Wide Web (WWW) under the
service brand name "GTE SuperPages Interactive Services", located at
xxxx://xxxxxxxxxx.XXX.xxx (as well as http:Xxxx.xxxxxxxxxx.xxx.). These services
currently include:
. A nationwide (US) interactive Yellow Pages service
. A global business Web site directory
. Nationwide (US) classified advertising (via Classifieds 2000)*
[*].
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* Certain information on this page has been omitted and
filed separately with the Commission. Confidential
treatment has been requested with respect to the
omitted portions.
Exhibit B
Description of Lycos Services
The Lycos products include Lycos Catalog, Sites by Subject Directory, Top 5%
Reviews, Lycos Pictures & Sounds Catalog, CityGuide, PeopleFinder which are
located at xxxxx.xxx on the WWW.
The Lycos Catalog contains a database over 70 Million URLs that can be searched
by keywords. The Sites by Subject Directory has written descriptions of Web
sites by Lycos writers, and the Point Reviews are in depth reviews written by
Lycos writers. The Lycos Pictures & Sounds Catalog consists of databases of
Internet URLs that contain Graphical Objects and Audio Objects. CityGuide is a
collection of hot links to specific areas of interest in over 400 metropolitan
areas in North America. PeopleFinder is a service that provides addresses,
neighbors, roadmaps, emails, telephone numbers and local businesses relating to
an individual person or area.
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Exhibit C
GTE Services excluded from the definition of "Advertising Space"
The following GTE service items are not considered, under this agreement, to be
included in the definition of "Advertising Space", and the revenues associated
with these items are recognized as being solely GTE's revenues that are not
included in any revenue sharing arrangements described within this agreement:
1. Advertising items associated with and/or linked to individual business
listings within GTE directory services (e.g., the interactive Yellow Pages)
including, but not limited to; "FactFiles", Web site links, and "Display
Ads".
2. GTE Web site design and hosting services, including "Home Pages" and "Web
Sites".
3. GTE Internet access services.
4. Advertising space on other GTE sites not operated by GTE New Media Services
Incorporated, including but not limited to; the GTE corporate Web site
(xxx.xxx.xxx) and the GTE Internet Solutions site (xxx.xxx.xxx).
5. Advertising space and other revenue-producing items offered on services
developed and operated wholly or in part via third-party providers (e.g.,
Classifieds 2000).
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