1
Exhibit 10.26
[LOGO]
NETCENTIVES(TM)
Rewarding Relationships
This (the "Agreement") is made and entered
into as of September 23, 1999 (the "Effective Date") by and between NETCENTIVES
INC. ("NETCENTIVES") a Delaware corporation, and XXXXXX.XXX ("XXXXXX.XXX"), an
Ohio limited liability company.
XXXXXX.XXX and NETCENTIVES hereby agree that XXXXXX.XXX shall be a Platinum
sponsor of the 1999 ClickRewards Holiday Promotion.
1. OVERVIEW OF PROMOTION.
NETCENTIVES has developed a holiday promotion (the "Holiday Promotion") which
gives consumers the opportunity to earn bonus ClickMiles funded by NETCENTIVES,
designed to drive sales and repeat transactions to the XXXXXX.XXX web site and
other participating ClickRewards Merchants' web sites.
2. TERM.
This Agreement shall take effect on the Effective Date and shall terminate on
January 15, 2000.
3. XXXXXX.XXX DELIVERABLES.
XXXXXX.XXX will provide:
(a) Premier promotional placement for the Holiday Promotion on the
XXXXXX.XXX home page with a graphic incorporating the ClickRewards
logo.
(b) As payment for the holiday promotion sponsorship, XXXXXX.XXX will pay
NETCENTIVES an amount of Two-hundred and Twenty-five Thousand Dollars
(US$225,000.00). NETCENTIVES shall invoice XXXXXX.XXX for all amounts
due under this Agreement. Payments will be made within 30 days of
receipt of each invoice.
(c) A minimum of 25 high-value prizes (minimum retail value, $100.00 each)
to use as sweepstakes prizes.
(d) Email to the XXXxxx.xxx member base announcing the Double Miles
promotion.
2
4. NETCENTIVES DELIVERABLES.
(a) NETCENTIVES will feature XXXXXX.XXX as the "Merchant of the Week" the
week of 11/22/99 until 11/29/99. XXXXXX.XXX will be the exclusive "Toy
Merchant of the Week" for the duration of the entire 7-week promotion.
(b) NETCENTIVES will provide Double ClickMiles on qualified purchases made
on XXXXXX.XXX when consumers make qualified purchases on a total of
two or more featured merchant partner sites between 11/1/99 and
12/31/99.
(c) NETCENTIVES will provide Five-Hundred Thousand (500,000) ClickMiles to
XXXXXX.XXX for usage during this promotion (11/1/99 - 12/19/99) in a
traffic building sweeps.
(d) NETCENTIVES will administer a series of "Shopping Spree" sweepstakes
for the duration of the promotion, from 11/1/99 until 12/19/99.
(e) NETCENTIVES will include XXXXXX.XXX in a minimum of two (2) monthly
newsletters mailed to the entire base of ClickRewards members
(excluding members who have chosen not to receive email from
ClickRewards) with XXXXXX.XXX's review and approval of the text, prior
to sending.
(f) NETCENTIVES will provide XXXXXX.XXX with an exclusive email to the
ClickRewards member base during the featured week, for a total of 600M
delivered messages.
(g) NETCENTIVES will include XXXXXX.XXX logo and copy on a minimum of 400M
electronic receipts mailed to ClickRewards members, November -
December.
(h) As a participating sponsor, XXXXXX.XXX will be included in NETCENTIVES
scheduled brand advertising for the period as follows:
1) Radio Advertising: Weekly radio advertisements, beginning 11/8/99
and running through 12/12/99, will provide XXXXXX.XXX with Brand
and copy mentions
- XXXXXX.XXX will be mentioned in a minimum of 16% of the
radio schedule, for an estimated total of 17MM Adult 25-49
impressions
- The radio buy has been purchased in a minimum of 2 major
radio markets and may be expanded to 5 major radio markets,
accounting for 16% of U.S. TV HH
3
2) Newspaper Advertising: NETCENTIVES will integrate XXXXXX.XXX into
a minimum of two national newspaper ads during the promotion,
delivering an estimated 11MM impressions.
3) Frequent Flyer Statement Coupon: NETCENTIVES will provide
XXXXXX.XXX brand copy inclusion in one (1) frequent flyer
statement coupon mailed to 4.1MM American AAdvantage program
members.
4) Online Advertising: NETCENTIVES will develop co-branded banners
featuring XXXXXX.XXX to run in an online advertising campaign
across targeted websites, 11/1/99 - 12/19/99. XXXXXX.XXX will
receive a minimum of 1MM advertising impressions.
5) ClickRewards Website Presence: NETCENTIVES will feature
XXXXXX.XXX on the XxxxxXxxxxxx.xxx Home Page and Featured Offers
category pages during the featured week, 11/22 - 11/29/99, and in
the Toy category page premiere graphic position, 11/2 - 12/20/99.
In addition, NETCENTIVES will rotate a XXXXXX.XXX banner in the
XxxxxXxxxxxx.xxx Home Page special offers position for the
remaining 6 weeks of the Holiday promotion.
6) NETCENTIVES will develop and produce the creative elements for
inclusion on the promotion advertising schedule and for
XXXXXX.XXX's presence on the XxxxxXxxxxxx.xxx website, with
XXXXXX.XXX's review and approval.
(i) NETCENTIVES will provide account management and back end support for
XXXXXX.XXX to support the implementation of "XXXXXX.XXX only" merchant
mileage offers.
5. INDEMNIFICATION.
Each party shall indemnify, defend and hold the other party harmless from and
against all claims, actions, suits or other proceedings, and any and all losses,
judgments, damages, expenses or other costs (including reasonable counsel fees
and disbursements), arising from or in any way relating to (i) any actual or
alleged violation or inaccuracy of any representation or warranty of the other
party contained in this agreement, (ii) any ad or omission or willful misconduct
of the indemnifying party or its directors, officers, employees, agents or
assigns in connection with the entry into or performance of this Agreement, and
(iii) any actual or alleged infringement of any trademark, copyright, trade name
or other proprietary ownership interest resulting from operation of the websites
provided by the indemnifying party as contemplated by this Agreement.
4
6. GOVERNING LAW AND NOTICES.
The laws of the State of California, USA, shall govern this Agreement. The
prevailing party in any dispute concerning the subject matter hereof shall be
entitled to recover its reasonable attorneys' fees and costs. The parties agree
that this Agreement is deemed to have been made in the State of California, USA.
No joint venture, partnership, employment, or agency relationship exists between
NETCENTIVES and XXXXXX.XXX. Neither party shall be deemed to have waived or
modified any of the terms and conditions of this Agreement except in writing
signed by its duly authorized representative. Neither party may assign its
rights hereunder to any third party unless the other expressly consents to such
assignment in writing. In the event that any provision of this Agreement is
found invalid or unenforceable pursuant to judicial decree or decision, the
remaining provisions shall remain valid and enforceable, and the unenforceable
provisions shall be deemed modified to the extent necessary to make them
enforceable. Either party may send electronic mail to the either party for any
notices or notifications. All notices to XXXXXX.XXX relating to any legal claims
or matters must be made in writing to XXXXXX.XXX, 000 00xx Xx, Xxxxxx, XX 00000.
All notices to NETCENTIVES shall be made in writing to NETCENTIVES Inc., 000
Xxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, attn: Chief Financial Officer.
5
AGREED AND ACCEPTED:
NETCENTIVES INC.
000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
/s/ X. X. Xxxxxxxxxx
-------------------------------
Signature
X. X. Xxxxxxxxxx
-------------------------------
Print Name
EVP, Operations & CFO
-------------------------------
Title
XXXXXX.XXX LLC
000 00xx Xx
Xxxxxx, XX 00000
Fax:000-000-0000
/s/ Xxxx Xxxxxx
-------------------------------
Signature
Xxxx Xxxxxx
-------------------------------
Print Name
Manager of Marketing Services
-------------------------------
Title
