Exhibit 10.10
RETAIL MALL SERVICES AGREEMENT
This Retail Mall Services Agreement (the "Agreement") is made as of this
10th day of November, 1998 (the "Effective Date") between Town Pages Limited., a
UK corporation with its principal place of business at 00 Xxxxxx Xxxxxx, Xxxxx,
Xxxxxxxxx, XX00 0XX ("Town Pages"), and Location Developments Limited
("xxxxxxxxxxxxxxx.xxx), a UK corporation with its principal place of business at
Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxx, XX00.
Recitals
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WHEREAS, xxxxxxxxxxxxxxx.xxx wishes to act as Town Pages exclusive
provider of shopping-related content, and to place certain advertisements on
website locations owned or controlled by Town Pages;
WHEREAS, Town Pages wishes to enter into such an exclusive relationship,
and to accept such advertising, subject to the terms of this Agreement.
NOW THEREFORE, Town Pages and xxxxxxxxxxxxxxx.xxx, for good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,
hereby agree as follows:
Agreement
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1. Definitions.
Capitalized terms used in this Agreement shall have the following meanings:
"Co-Branded Site" shall have the meaning assigned to it in Subsection 3.2
("Co-Branded Site").
"Confidential Information" shall have the meaning assigned to it in Section 9
("Confidentiality").
"Disclosing Party" shall have the meaning assigned to it in Section 9
("Confidentiality").
"Editorial Content" shall mean auto-related editorial content and related
materials provided by xxxxxxxxxxxxxxx.xxx hereunder.
"End User" means a person who visits Town Pages Site, or who links from Town
Pages Site to the Co-Branded Site, or both.
"Fee" shall have the meaning assigned to it in Subsection 6.1 ("Fees").
"Indemnified Party" shall have the meaning assigned to it in Section 15
("Indemnity").
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" xxxxxxxxxxxxxxx.xxx Content" shall mean all materials delivered by
xxxxxxxxxxxxxxx.xxx to Town Pages for display on Town Pages Site, including
without limitation the xxxxxxxxxxxxxxx.xxx Marks, the Editorial Content,
"buttons", "banners", and other materials described in Exhibit A
("xxxxxxxxxxxxxxx.xxx Content").
" xxxxxxxxxxxxxxx.xxx Marks" shall mean the trademarks, logos and other product
and service identifiers of xxxxxxxxxxxxxxx.xxx described in Exhibit B ("Marks"),
and as may be modified from time to time during the Term upon the agreement of
the parties.
"Phase" shall mean the periods of time and the corresponding work assigned to
such periods as described in Exhibit C ("Phases"). For purpose of this
Agreement, there shall be three (3) Phases, designated as "Phase I", "Phase II"
and "Phase III".
"Receiving Party" shall have the meaning assigned to it in Section 9
("Confidentiality").
"Registered User" shall mean an End User who has registered at Town Pages Site.
"Registration Page" shall mean the web page so designated by Town Pages at Town
Pages Site.
"Templates" shall have the meaning assigned to it in Subsection 8.2
("Templates").
"Term" shall have the meaning assigned to it in Section 12 ("Term and
Termination").
"Town Pages Site" shall mean xxxx://xxx.xxxxxxxxx.xx.xx, xxx.xxxxxxxxx.xxx, or
such other site so designated by Town Pages.
"Town Pages Marks" shall mean the domain name and Town Pages trademarks, service
marks, logos and other company and product identifiers provided by Town Pages to
xxxxxxxxxxxxxxx.xxx under this Agreement, and as may be added to, deleted from
or modified from time to time by Town Pages.
"Shopping Services Company" shall have the meaning assigned to it in Subsection
3.1 ("Exclusive Retail Mall Services Relationship").
"User Information" shall have the meaning assigned to it in Section 11 ("User
Information and Registration Data").
2. Phase I Services
The parties shall provide Phase I Services as provided herein and as provided in
Exhibit C ("Phases"):
2.1 E-mail or other approved Promotion. At least one (1) time each calendar
quarter during the Term, commencing with the Effective Date, Town Pages will
direct an e-mail or other approved promotion campaign to all Registered Users.
Such e-mail or other approved promotion campaign shall, at a minimum, reasonably
promote the Co-Branded Site, and may, at Town Pages discretion, include
additional material regarding Town Pages and its goods and services.
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2.2 Framing. TownPages in its sole discretion may frame all or any part of
the xxxxxxxxxxxxxxx.xxx website (currently, "http//xxx.xxxxxxxxxxxxxxx.xxx"), or
the Co-Branded Site.
3. Phase II Services.
The parties shall provide Phase II Services as provided herein and as provided
in Exhibit C ("Phases"):
3.1 Exclusive Shopping Services Relationship. Town Pages shall not, during
the Term, enter into any agreements with any of the companies ("Shopping
Services Companies") described in Exhibit F ("Shopping Services Companies")
whereby such Shopping Services Companies shall provide shopping-related content
substantially similar to that listed in Exhibit A ("xxxxxxxxxxxxxxx.xxx
Content") to Town Pages and receive placement of the trademarks, logos, or other
company or product identifiers on Town Pages Site. Notwithstanding the
foregoing: (a) Town Pages shall not be restricted in any manner from accepting
banner ads or banner-like ads from any party; and (b) the foregoing restriction
shall not apply to Registered User web pages (including any "Town Pages Stores"
located at such web pages) hosted by Town Pages.
3.2 Co-Branded Site. xxxxxxxxxxxxxxx.xxx shall, according to the
schedule contained in Exhibit C ("Phases"), develop and operate the web site
created by Town Pages (the "Co-Branded Site"), to be located at one (1) or more
server computers provided by Town Pages, which shall include content provided by
xxxxxxxxxxxxxxx.xxx entered by means of and reflecting the user interface of the
Templates as licensed by Town Pages pursuant to Section 8 ("Licenses and
Standards"). The design, layout, and "look & feel" of the Co-Branded Site shall
be mutually agreed to by the parties.
3.3 Placement.
(a) Linking to Co-Branded Site. Town Pages shall link by contextual
links, "buttons", or similar identifiers determined by Town Pages, from Town
Pages Site to the Co-Branded Site. The specific pages at Town Pages Site from
which such links may be made shall be determined by and agreed to by both
parties, but may include the following pages either directly or indirectly as
may exist as of the Effective Date, or as may be created or modified by Town
Pages during the Term:
(i) Town Pages homepage
(ii) All Town Pages Local Home Pages
(b) The rate per page view will be (pound)4 per 1,000 views. Town
Pages will charge (pound)1,000 per "Town" per annum and 10% of all rental income
received from that "Town". The rental income will be calculated on a quarterly
basis and will be invoiced 14 days after the end of the said quarter. "Town"
will be defined as an area where Town Pages installs a full service (to include
a minimum of three kiosks).
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4. Phase III Services.
The parties shall provide Phase III Services as provided herein and as provided
in Exhibit C ("Phases");
4.1 Affiliate Program. At the discretion of xxxxxxxxxxxxxxx.xxx, Town
Pages shall promote an affiliate program, to be determined solely by Town Pages,
to be located on the Town Pages Site, or such other location as determined by
Town Pages, to allow Registered Users who have personal home pages located at
Town Pages Site to place on such home pages certain xxxxxxxxxxxxxxx.xxx Content
with links to the Co-Branded Site.
5. Content and Liability.
5.1 xxxxxxxxxxxxxxx.xxx Content. In addition to all other obligations of
xxxxxxxxxxxxxxx.xxx with respect to the Phases, xxxxxxxxxxxxxxx.xxx shall also
from time to time during the Term promptly deliver to Town Pages or direct to
the server provided by Town Pages as determined by Town Pages, the
xxxxxxxxxxxxxxx.xxx Content described in Exhibit C ("Phases"), and shall
continue to provide such xxxxxxxxxxxxxxx.xxx Content during the Term of the
Agreement in accordance therewith. Such xxxxxxxxxxxxxxx.xxx Content shall be
provided in file transfer protocol ("ftp") format, at least one (1) time each
week.
5.2 Liability. As between Town Pages and xxxxxxxxxxxxxxx.xxx,
xxxxxxxxxxxxxxx.xxx is solely responsible for any legal liability arising out of
or relating to xxxxxxxxxxxxxxx.xxx Content or the Co-Branded Site. The
xxxxxxxxxxxxxxx.xxx Content and the Co-Branded Site: (a) shall not infringe any
third party's copyright, patent, trademark, trade secret, or other proprietary
rights or rights of publicity or privacy; (b) shall not violate any law,
statute, ordinance or regulation (including without limitation the laws and
regulations governing export control, unfair competition, anti-discrimination or
false advertising); (c) shall not be defamatory, trade libelous, unlawfully
threatening or unlawfully harassing; (d) shall not be obscene, pornographic or
indecent or contain child pornography; and (e) shall not contain any viruses,
Trojan horses, worms, time bombs, cancelbots or other computer programming
routines that are intended to damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or personal
information.
6. Payment.
6.1 Fees. Payment is due within 14 days of invoice.
6.2 Taxes. All fees and payments stated herein exclude and
xxxxxxxxxxxxxxx.xxx shall pay, any sales, use, property, license, value added,
withholding, excise or similar tax, federal, state or local, related to such
payments or the parties' performance of their obligations or exercise of their
rights under their Agreement and any related duties, tariffs, imposts and
similar charges, exclusive of taxes based on Town Pages net income.
7. Support.
At its sole expense, xxxxxxxxxxxxxxx.xxx shall be responsible for, and shall
provide, all customer and technical support for End Users relating to the
Co-Branded Site, Town Pages may redirect
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any End User inquiries regarding the shopping component of the Co-Branded Site
to xxxxxxxxxxxxxxx.xxx.
8. Licenses And Standards.
8.1 Content. xxxxxxxxxxxxxxx.xxx hereby grants to Town Pages a
non-exclusive, nontransferable worldwide, royalty-free license (without the
right to grant sublicenses) to use, download, or distribute publicly perform,
publicly display and digitally perform the xxxxxxxxxxxxxxx.xxx Content on or in
conjunction with Town Pages Site, and Town Pages performance under this
Agreement.
8.2 Templates. Town Pages hereby grants to xxxxxxxxxxxxxxx.xxx a
non-exclusive, non-transferable, worldwide royalty-free license (without the
right to grant sublicenses) to install the object code version of the software
("Templates") described in EXHIBIT E ("TEMPLATES") solely at the Co-Branded
Site, and solely to use and to permit End Users to use the Template pursuant to
the use of such Co-Branded Site. The Templates shall at all times remain the
sole and exclusive property of Town Pages, subject only to the license expressly
granted herein.
xxxxxxxxxxxxxxx.xxx understands and agrees that Town Pages may, from time to
time and in Town Pages discretion, provide modified, updated, correct or
enhanced versions of the Templates to xxxxxxxxxxxxxxx.xxx, and
xxxxxxxxxxxxxxx.xxx shall replace the prior version with such new version within
a reasonable amount of time. In the event the Templates is modified, updated,
corrected or enhanced within six months from the Effective Date, Town Pages
shall reimburse xxxxxxxxxxxxxxx.xxx for any costs incurred in implementing such
Templates.
8.3 Trademarks. xxxxxxxxxxxxxxx.xxx hereby grants Town Pages a
non-exclusive, nonsublicenseable license to use the xxxxxxxxxxxxxxx.xxx Marks in
links to and advertisements and promotions for Town Pages Site. Town Pages
hereby grants to xxxxxxxxxxxxxxx.xxx a non-exclusive, nonsublicenseable license
to use Town Pages Marks on the Co-Branded Site.
8.4 Restrictions. Each party, as a trademark owner hereunder, may
terminate the foregoing trademark license if, in its sole discretion, the
licensee's use of the marks does not conform to the such party's standards;
alternatively, the owner may specify that certain pages of the licensee's
website may not contain the licensed marks; provided, however, the objecting
party must state in writing the basis for the objection and provide the other
party with a reasonable opportunity to cure such offending action. Title to and
ownership of the owner's marks shall remain with the owner. The licensee shall
use the marks exactly in the form provided and in conformance with any trademark
usage policies. The licensee shall not form any combination marks with the
owner's marks. The licensee shall not take any action inconsistent with
ownership of the marks and any benefits accruing from use of such trademarks
shall automatically vest in the owner.
9. Confidentiality.
9.1 Confidential Information. Each party (the "Disclosing Party") may
from time to time during the Term of this Agreement disclose to the other party
(the "Receiving Party") certain non-public information regarding the Disclosing
Party's business, including technical, marketing, financial, personnel,
planning, and other information ("Confidential Information"). The Disclosing
Party shall xxxx all such Confidential Information in tangible form with the
legend 'confidential', 'proprietary', or with similar legend. With respect to
Confidential Information
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disclosed orally, the Disclosing Party shall describe such Confidential
Information as such at the time of disclosure, and shall confirm such
Confidential Information as such in writing within thirty (30) days after the
date of oral disclosure. Regardless of whether so marked, however, any
non-public information regarding the Template, including the Template itself,
shall be deemed to be the Confidential Information of Town Pages.
9.2 Protection of Confidential Information. Except as expressly
permitted by this Agreement, the Receiving Party shall not disclose the
Confidential Information of the Disclosing Party using the same degree of care
which the Receiving Party ordinarily uses with respect to its own proprietary
information, but in no event with less than reasonable care. The Receiving Party
shall not use the Confidential Information of the Disclosing Party for any
purpose not expressly permitted by this Agreement, and shall limit the
disclosure of the Confidential Information of the Disclosing Party to the
employees or agents of the Receiving Party who have a need to know such
Confidential Information for purposes of this Agreement, and with respect to
agents who are recipients of the Confidential Information of the Disclosing
Party, who are bound in writing by confidentiality terms no less restrictive
than those contained herein. The Receiving Party shall provide copies of such
written agreements to the Disclosing Party upon request; provided, however, that
such agreement copies shall themselves be deemed the Confidential Information of
the Receiving Party.
9.3 Exceptions. Notwithstanding anything herein to the contrary,
Confidential Information shall not be deemed to include any information which:
(a) was already lawfully known to the Receiving Party at the time of disclosure
by the Disclosing Party as reflected in the written records of the Receiving
Party; (b) was or has been disclosed by the Disclosing Party to a third party
without obligation of confidence; (c) was or becomes lawfully known to the
general public without breach of this Agreement; (d) is independently developed
by the Receiving Party without access to, or use of, the Confidential
Information; (e) is approved in writing by the Disclosing Party for disclosure
by the Receiving Party; (f) is required to be disclosed in order for the
Receiving Party to enforce its rights under this Agreement; or (g) is required
to be disclosed by law or by the order or a court or similar judicial or
administrative body, including as part of any filing with the Securities
Exchange Commission; provided, however, that the Receiving Party shall notify
the Disclosing Party of such requirement immediately and in writing, and shall
cooperate reasonably with the Disclosing Party, at the Disclosing Party's
expense, in the obtaining of a protective or similar order with respect thereto.
9.4 Return of Confidential Information. The Receiving Party shall return
to the Disclosing Party, destroy or erase all Confidential Information of the
Disclosing Party in tangible form: (a) upon the written request of the
Disclosing Party (except for Software or Modified Software contained in such
Confidential Information); or (b) upon the expiration or termination of this
Agreement, whichever comes first, and in both cases, the Receiving Party shall
certify promptly and in writing that it has done so.
10. USER INFORMATION AND REGISTRATION DATA.
10.1 User Information. Any information or data collected from or about
End Users (including without limitation voluntarily-disclosed information, any
information xxxxxxxxxxxxxxx.xxx collects regarding End Users from their access
or use of the Co-Branded Site (including without limitation all statistical,
demographic and psychographic information about such End Users) and any reports
about traffic (collectively, "User Information")) shall be
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owned exclusively by Town Pages. However, during the Term of this Agreement
xxxxxxxxxxxxxxx.xxx hereby grants to Town Pages a nonexclusive, nontransferable,
nonsublicenseable license to use User Information only as required to exercise
its rights and carry out its obligations hereunder. xxxxxxxxxxxxxxx.xxx
acknowledges that the User Information constitutes extremely valuable trade
secrets of Town Pages. xxxxxxxxxxxxxxx.xxx shall not use the User Information
for any purpose other than as expressly granted under this Agreement nor
disclose the User Information to any third party. Without limiting the
foregoing, under no circumstances may xxxxxxxxxxxxxxx.xxx send unsolicited
emails to any End Users, nor may xxxxxxxxxxxxxxx.xxx permit or authorize any
third parties to do so. xxxxxxxxxxxxxxx.xxx shall use at least industry-standard
methods to protect the security of User Information. This Subsection 10.1 ("User
Information") shall not apply to End Users who (a) have registered as
xxxxxxxxxxxxxxx.xxx users, including pursuant to Subsection 2.1 ("`Opt In'
Registration") and; or (b) are or become customers of xxxxxxxxxxxxxxx.xxx.
10.2 Registration Data. As part of the User Information, Town Pages
shall provide to xxxxxxxxxxxxxxx.xxx the email addresses and names of Registered
Users.
11. Disclaimer of Warranties.
EACH PARTY PROVIDES ALL MATERIALS AND SERVICES TO THE OTHER PARTY "AS IS." EACH
PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Each party acknowledges
that it has not entered into this Agreement in reliance upon any warranty or
representation except those specifically set forth herein.
12. Term and Termination.
12.1 Term. The term of this Agreement ("Term") shall continue for a
period of three (3) years following the Effective Date.
12.2 Termination for Cause. Notwithstanding the foregoing, this
Agreement may be terminated by either party upon notice for the material breach
of this Agreement by the other party which breach has remained uncured for a
period of thirty (30) days from the date of written notice thereof.
12.3 Effect of Expiration or Termination. Upon the expiration or
termination of this Agreement, all licenses granted hereunder shall immediately
terminate, and each party shall promptly remove all references to the other
party's trademarks from any site that caches, indexes or links to such party's
site.
13. Survival.
Upon the expiration or termination of this Agreement, Section 1 ("Definitions"),
Subsection 5.2 ("Liability"), Section 9 ("Confidentiality"), Section 11
("Disclaimer of Warranties"), Subsection 12.4 ("Effect of Expiration or
Termination"), Section 13 ("Survival"), Section 14 ("Limitation of Liability"),
Section 15 ("Indemnity") and Section 16 ("General Provisions") shall survive and
continue to bind the parties.
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14. Limitation on Liability.
EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 ("LICENSES AND STANDARDS") OR
SECTION 9 ("CONFIDENTIALITY"), NEITHER PARTY SHALL BE LIABLE FOR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING
NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE
EVENT OF A BREACH OF SECTION 8 ("LICENSES AND STANDARDS") OR SECTION 9
("CONFIDENTIALITY"), A FAILURE TO PAY FEES OWED, OR AN INDEMNITY CLAIM, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN
THE AMOUNTS ACTUALLY PAID BY XXXXXXXXXXXXXXX.XXX TO TOWN PAGES HEREUNDER.
15. Indemnity.
Each party (the "Indemnifying Party") shall indemnify the other party (the
"Indemnified Party") against any and all claims, losses, damages costs and
expenses, including reasonable attorneys' fees, which the Indemnified Party may
incur as a result of claims in any form by third parties arising from: (a) the
Indemnifying Party's acts, omissions or misrepresentations to the extent that
the Indemnified Party is deemed a principal of the Indemnifying Party, (b) the
violation of any third party proprietary right by the Indemnifying Party's
domain name, software or any content provided by the Indemnifying Party
(including without limitation the xxxxxxxxxxxxxxx.xxx Content) for use on the
Indemnified Party's servers, or (c) breach of Subsection 16.5 ("Compliance with
Laws"). In addition, xxxxxxxxxxxxxxx.xxx shall indemnify Town Pages against any
and all claims, losses, damages, costs and expenses, including reasonable
attorneys' fees, which Town Pages may incur as a result of claims in any form by
third parties arising from; the content on the Co-Branded Site. The foregoing
obligations are conditioned on the Indemnified Party's giving the Indemnifying
Party notice of the relevant claim, cooperating with the Indemnifying Party, at
the Indemnifying Party's expense, in the defense of such claim, and giving the
Indemnifying Party the right to control the defense and settlement of any such
claim, except that the Indemnifying Party shall not enter into any settlement
that affects the Indemnified Party's rights or interest without the Indemnified
Party's prior written approval. The Indemnified Party shall have the right to
participate in the defense at its expense.
16. General Provisions.
16.1 Governing Law. This Agreement will be governed and construed in
accordance with the laws of the United Kingdom without giving effect to conflict
of laws principles. Both parties consent to jurisdiction in the United Kingdom
and further agree that any cause of action arising under this Agreement shall be
brought in a court in the United Kingdom. The parties exclude the application of
The United Nations Convention on Contracts for the International Sale of Goods
from this Agreement.
16.2 Severability; Headings. If any provision herein is held to be
invalid or unenforceable for any reason, the remaining provisions will continue
in full force without being impaired or invalidated in any way. Headings are for
reference purposes only and in no way define, limit, construe or describe the
scope or extent of such section.
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16.3 Force Majeure. If performance hereunder is prevented, restricted or
interfered with by any act or condition whatsoever beyond the reasonable control
of a party, the party so affected, upon giving prompt notice to the other party,
shall be excused from such performance to the extent of such prevention,
restriction or interference. Each party acknowledges that the operation of the
other party's website and services may be interfered with by numerous factors
outside of a party's control, and Town Pages does not guarantee continuous or
uninterrupted display of xxxxxxxxxxxxxxx.xxx Content.
16.4 Independent Contractors. The parties are independent contractors, and no
agency, partnership, joint venture, employee-employer or franchisor- franchisee
relationship is intended or created by this Agreement. Neither party shall make
any warranties or representations on behalf of the other party.
16.5 Compliance with Laws. At its own expense, each party shall comply
with all applicable laws, regulations, rules, ordinances and orders regarding
the marketing, promotion and performance of its obligations hereunder, including
without limitation the operation of the Co-Branded Site and its other activities
related to this Agreement.
16.6 Notice. Any notices hereunder shall be given to the appropriate party
at the address specified above or at such other address as the party shall
specify in writing. Notice shall be deemed given: upon personal delivery; if
sent by fax, upon confirmation of receipt; or if sent by certified or registered
mail, postage prepaid, five (5) days after the date of mailing.
16.7 Entire Agreement; Waiver. This Agreement sets forth the entire
understanding and agreement of the parties, and supersedes any and all oral or
written agreements or understandings between the parties, as to the subject
matter of this Agreement. It may be changed only by a writing signed by Town
Pages and xxxxxxxxxxxxxxx.xxx. The waiver of a breach of any provision of this
Agreement will not operate or be interpreted as a waiver of any other or
subsequent breach.
16.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
be taken together and deemed to be one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Location Developments Limited Town Pages Limited
By: By:
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Title: Director Title: Director
Date: Date:
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Exhibit A
xxxxxxxxxxxxxxx.xxx Content
Content
National and Local virtual shopping centre.
Format to be designed by Town Pages to approval of xxxxxxxxxxxxxxx.xxx
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Exhibit B
Marks
To Be Attached
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Exhibit C
Phases
Phase I
(To commence upon the Effective Date and to continue for the Term of the
Agreement)
Promotional Matters
Phase II
(To commence the second calendar quarter of the first term and to continue for
the Term of the Agreement)
Site Integration
Phase III
(To commence the third calendar quarter of the first term and to continue for
the Term of the Agreement)
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Exhibit D
Locations
Strategic Locations through out the Town Pages site to be agreed by both
parties.
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EXHIBIT E
Template
Subject to Subsection 8.2 ("Templates"), the initial Templates shall be created,
designed and programmed by Town Pages subject to design approval of
xxxxxxxxxxxxxxx.xxx such as to provide a user interface and design format for
entering the content into the Co-branded site.
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Exhibit F
Shopping Services Companies
Shopping Service Companies shall mean all companies that provide shopping
content, including, but not limited to:
Shopping Mall/Centre companies
I.mall
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