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EXHIBIT 10.13
CHARTER PROGRAMMER AFFILIATION AGREEMENT
THIS AGREEMENT is made as of the 18th day of July, 1997, by and between Wink
Communications, Inc., a California corporation ("Wink"), whose address is 0000
Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 and The Weather Channel Enterprises, a
Georgia corporation ("Programmer"), whose address is 000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxx 00000.
1. GRANT OF LICENSE
1.1 Wink hereby grants to Programmer the non-exclusive license to use
Wink ITV Studio, Wink ITV Broadcast Server, and Wink provided Server Modules
version 1.0 and 1.x updates (hereinafter collectively referred to as "Wink
Software") to deliver interactive program(s) which utilize the vertical
blanking interval ("VBI") or an MPEG private data stream provided concurrently
with the corresponding video signal and are compliant with the Wink interactive
communications application protocol ("Interactive Programs") to all Programmer
viewers in the continental United States, Alaska, Hawaii, the US territories in
the Caribbean and Canada.
1.2 This License is not transferable, nor may any rights hereunder be
transferred, assigned or sub-licensed in whole or in part without Wink's prior
written consent.
1.3 Programmer can only use the Wink software to provide Interactive
Programs with the video programming service listed in Exhibit A. Programmer
must notify Wink in writing at least 30 days prior to commencing transmission
of Interactive Programs with a video programming service. Programmer agrees to
adhere to the technical specifications for the insertion of Interactive
Programs provided in Exhibit A. Exhibit A may be amended from time to time by
Programmer upon 30 days prior written notice, except that insertion points
outside of Programmer's facilities, including but not limited to local
insertion by participating cable operators, requires the mutual consent of the
parties.
1.4 During the term of this agreement, Wink agrees to grant Programmer a
right of first refusal to license the Wink Software for other video programming
services than those listed in Exhibit A, or for territories other than those
listed in paragraph 1.1 above. Such license would be granted on Wink's then
prevailing standard commercial terms.
2. TERM
2.1 The term of this Agreement shall commence on the date of execution
of this Agreement and terminate three (3) years thereafter.
2.2 This Agreement will automatically renew for one year periods unless
either party notifies the other at least 90 days prior to the end of the
then-current term of that party's intent not to renew.
2.3 Programmer can elect to terminate eighteen (18) months after the
date of execution of this agreement ("the Option Date"), provided Programmer's
interactive application have not met
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the audience objectives outlined in Exhibit E, which will be completed by the
parties prior to airing of the first Interactive Programs by Programmer.
Programmer and Wink agree to meet to review performance against such objectives
within 30 days of the Option Date, and Programmer agrees that the option to
notice Wink of Programmer's intent to terminate is only available for 30 days
following that meeting. The parties agree to optionally implement such mutually
agreeable objectives for each new 12 month period following the Option Date.
2.4 The parties agree to review paragraph 4 of Exhibit D in the 30-day
period immediately following the Option Date. No other aspect of this agreement
shall be the subject of review or negotiation during the initial three year term
of this agreement. If the parties can not agree on the current or either party's
proposed wording of paragraph 4 of Exhibit D at that time, either party may
terminate this agreement.
2.5 Programmer can elect to terminate with 30 days written notice if any
of the following occur: (i) the commencing by Wink of a voluntary case under
applicable bankruptcy laws; (ii) the adjudication that Wink is bankrupt or
insolvent; or (iii) the filing by Wink of a petition seeking to take advantage
of any other law providing for the relief of debtors.
3. INTEGRATION AND PROGRAMMING
3.1 Programmer will distribute the Interactive Programs for each
Programming Service (as defined in Exhibit A) through it's national uplink or
broadcast facilities. Programmer agrees to provide the Required Interactive
Programs in accordance with Exhibit A.
3.2 Programmer and Wink agree to collaborate to enable the installation
and integration of the Wink Software into Programmer's facilities, and to ensure
the reliable transmission of the Interactive Programs. Programmer is responsible
for providing all necessary equipment necessary to run the Wink Software and to
enable insertion of Interactive Programs into the appropriate video signals.
Exhibit F provides a preliminary list of such equipment, and is subject to a
final site visit by Wink's Operations department. Programmer will be presented
with a final list of equipment no later than August 31st, 1997.
3.3 Wink agrees to provide weekly reporting to Programmer of all
response traffic generated by Programmer viewers and collected by Wink's Data
Center. Programmer accepts Wink's terms for all other response traffic and
reporting, as outlined in Exhibit B.
4. RATES AND DEPLOYMENT
4.1 Programmer agrees to remit the license fees and other payments as
described in Exhibit C on a timely basis.
4.2 Programmer agrees to provide the Interactive Programs to any
multichannel video operator in the United States or Canada with whom Programmer
already has an agreement for carriage of Programmer's video programming ("System
Operators") under the terms described in Exhibit D, and
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agrees that Wink may provide a copy of Exhibits A and D to any System Operator
as evidence of Programmer's agreement to supply the Interactive Programs under
such terms.
4.3 Programmer may choose to utilize other products and services of Wink
from time to time under this Agreement. These services will be extended by Wink
to Programmer at the then prevailing retail rate.
5. PAYMENT TERMS
5.1 On or before the thirtieth (30th) day following each month
throughout the term of this Agreement, Programmer shall remit to Wink all fees
owed for licenses provided and services rendered in the previous month,
according to the price schedules provided in Exhibit C.
5.2 Wink's failure, for any reason, to send an invoice for a particular
monthly payment shall not relieve Programmer of its obligation to make any
payment in a timely manner consistent with the terms of this Agreement. Past due
payments shall bear interest at a rate equal to the lesser of (i) one and
one-half percent (1 - 1/2%) per month or (ii) the maximum legal rate permitted
under law, and Programmer shall be liable for all reasonable costs and expenses
(including, without limitation, reasonable court costs and attorneys' fees)
incurred by Wink in collecting any past due payments.
6. PROMOTION AND RESEARCH
6.1 The parties agree to issue a joint press release announcing this
agreement on or before July 21, 1997, unless the parties mutually agree to delay
the press release. Wink will provide Programmer with a draft of this release by
July 16th.
6.2 Wink agrees to provide Programmer with notice within 30 days of new
System Operators having enabled their subscribers to receive Programmer's
Interactive Programs.
6.3 Wink agrees to use reasonable efforts to promote and feature
Programmer's Interactive Programs prominently in all of Wink's marketing
efforts, in which it lists content or content providers, including during
meetings with cable operators and the press, during industry trade shows and in
printed and other marketing communications materials. This commitment does not
prevent Wink from creating marketing materials, events or exhibits that
highlight particular programming categories or partnerships. Wink will also use
reasonable efforts to assist Programmer in achieving it's marketing objectives
in materials prepared by third parties, such as cable equipment manufacturers
and cable operators. Programmer agrees to promote it's participation as a
charter Wink programmer to cable operators, and to serve as a press reference
for Wink during the effective term of the agreement.
6.4 Programmer agrees to cooperate with Wink and System Operators in
promoting Programmer's Interactive Programs. Wink and System Operators may
prepare marketing materials relating to the Interactive Programs and may use
Programmer's name, logo and screen shots (collectively, "Programmer's Marks")
from the Interactive Programs, provided that such materials are
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submitted to Programmer for review and approval prior to distribution.
Programmer's approval of such materials shall not be unreasonably withheld. Wink
hereby acknowledges and agrees that, as between Wink and Programmer, Programmer
is the sole owner of all right, title and interest in and to the Programmer's
Marks. All uses of the Programmer's Marks shall inure to the benefit of
Programmer. Upon any expiration or termination of this Agreement, Wink shall
delete and discontinue all use of the Programmer's Marks. At no time during or
after the term of this Agreement shall Wink challenge or assist others to
challenge the Programmer's Marks or the registration thereof or attempt to
assist another in the attempt to register any trademarks, marks or similar
rights for marks the same as or confusingly similar to the Programmer's Marks.
6.5 Wink may, from time to time, undertake marketing tests and surveys,
rating polls and other research in collaboration with Programmer. Programmer
shall provide Wink with reasonable assistance at no cost to Programmer in
conducting such research with respect to Programmer's viewers. Programmer agrees
that Wink will have access to all such research regarding the deployment,
launch, and usage of Wink service by Programmer viewers. Wink agrees to provide
copies of final reports from such research activity to Programmer.
6.6 Programmer understands and accepts that Wink will be providing
reports on viewer responses to the Interactive Programs to System Operator(s)
for responses that originate from System Operator's subscribers, and to
advertisers and other parties for responses that originate from Interactive
Programs paid for or sponsored by such parties. Wink agrees that reports
providing specific data regarding viewer responses to Programmer's Interactive
Programs, including data on Wink viewer responses to advertising on Programmer's
Programming Services, will not be made available to other broadcast or cable
networks, except in aggregated form that does not identify Programmer or
specific Programmer viewer data.
7. WARRANTY
Wink hereby represents and warrants to Programmer that the Wink Software
will operate and perform in accordance with all published specifications with
respect thereto and that the Wink Software is capable of enabling the
applications described in Exhibit A.
8. INDEMNIFICATION
Wink shall indemnify, defend and hold harmless Programmer, its parents,
subsidiaries, and affiliates and their respective officers, directors, employees
and agents from and against any and all damages, liabilities, costs and expenses
(including, without limitation, reasonable attorneys fees and amounts paid in
settlement they may suffer or incur which arises out of or as a result of any,
claim, demand, action, suit or proceeding in which it is alleged that the Wink
Software or any part thereof violates or infringes any patent or copyright or
other intellectual property right of any third party or constitutes a
misappropriation of any third party's trade secrets.
9. NOTICES
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All notices, statements, and other communications given hereunder shall
be in writing and shall be delivered by facsimile transmission, personal
delivery, certified mail, return receipt requested, or by next day express
deliver, addressed, to the addresses provided in the first paragraph of this
Agreement, and to the attention of:
If to Wink:
Vice President, Content
If to Programmer:
Senior Vice President, New Media
The date of such facsimile transmission, telegraphing or personal delivery or
the next day if by express deliver, or the date three (3) days after mailing,
shall be deemed the date on which such notice is given and effective.
10. WINK TRADEMARKS
All rights, title and interest in and to the Wink Software or other
rights, of whatever nature, related thereto shall remain the property of Wink.
Further, Programmer acknowledges and agrees that all names, logos, marks,
copyright notices or designations utilized by Wink in connection with the
service are the sole and exclusive property of Wink, and no rights or ownership
are intended to be or shall be transferred to Programmer.
11. REPRESENTATION
11.1 Wink represents and warrants to Programmer that (i) it is a
corporation duly organized and validly existing under the laws of the State of
California; (ii) Wink has the corporate power and authority to enter into this
Agreement and to fully perform its obligations hereunder (iii) Wink is under no
contractual or other legal obligation which in any way interferes with its
ability to fully, promptly and completely perform hereunder.
11.2 Programmer represents and warrants to Wink that (i) Programmer is a
corporation duly organized and validly existing under the laws of the State of
Virginia; (ii) Programmer has the requisite power and authority to enter in this
Agreement and to fully perform its obligations hereunder; and (iii) Programmer
is under no contractual or other legal obligation which in any way interferes
with its ability to fully, promptly and completely perform hereunder.
12. CONFIDENTIALITY
Each party agrees that it will not use, except in the performance of its
obligations under this Agreement, and will not disclose or give to others, any
of the other party's Confidential Information (as defined below). Without
limiting the generality of the foregoing, each party will (1) restrict the
disclosure of the other party's Confidential Information to those of its
employees who require such information for purposes of performing its
obligations hereunder, (ii) inform each such employee of
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the confidential nature of the information disclosed, (iii) prevent the use or
disclosure by its employees of such Confidential Information, except as provided
herein, and (iv) promptly notify the other party of any use or disclosure of the
Confidential Information, whether intentional or not, which violates the
provisions of this Paragraph 12. For purposes of this Agreement, the term
"Confidential Information" means all technical, business and other information
disclosed by one party to the other that derives economic value, actual or
potential, from not being generally known to other persons, including, without
limitation, technical and non-technical data, devices, methods, techniques,
drawings, processes, computer programs, algorithms, methods of operation,
financial data, financial plans, product plans, and lists of actual or potential
customers or suppliers. Confidential Information does not include information
which does not constitute a trade secret under applicable law after the second
anniversary date of the expiration of this Agreement. The parties agree to keep
the terms of this Agreement confidential, but acknowledge that certain
disclosures may be required by law. Programmer understands and acknowledges that
Wink may provide copies of Exhibits A and D to System Operators.
13. TERMINATION
13.1 Except as otherwise provided herein, neither Programmer nor Wink
may terminate this Agreement except upon sixty (60) days prior written notice
and then only if the other has made a misrepresentation herein or breaches any
of its material obligations hereunder and such misrepresentation or breach
(which shall be specified in such notice) is not or cannot be cured within sixty
(60) days of such notice.
13.2 Notwithstanding the above, Wink will have the right to terminate
this Agreement or all or any licenses granted herein if Programmer fails to
comply with any of its material obligations under this Agreement. Should Wink
elect to exercise this right to terminate for nonperformance, it must be done in
writing specifically setting forth those items of nonperformance. Programmer
will then have thirty (30) days from receipt of notification to remedy the items
of nonperformance. Should Programmer fail to correct these items of
nonperformance, then Wink may terminate this agreement and any license granted
herein. Wink's termination of this Agreement shall be without prejudice to any
other remedies Wink may have, including, without limitation, all remedies with
respect to the unperformed balance of this Agreement; provided, however, that if
Programmer has not made payment of the fees or charges due hereunder and such
nonpayment continues after thirty (30) days prior written notice by Wink, then
Wink may terminate this Agreement or any license granted herein.
13.3 Upon expiration of the term (including any extensions thereof) of
this Agreement or upon the termination of this Agreement or of any license
granted hereunder for any reason, all rights of Programmer to use the Products
will cease and Programmer will immediately (i) grant to Wink access to its
business premises and the Products and allow Wink to remove the Products, (ii)
purge all copies of all Products from all computer processors or storage media
on which Programmer has installed or permitted others to install such Products,
and (iii) when requested by Wink, certify to Wink in writing, signed by an
officer of Programmer, that all copies of the Products have been returned to
Wink or destroyed and that no copy of any Product remains in Programmer's
possession or under its control.
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13.4 Programmer has the right to suspend the airing of Interactive
Programs if the transmission interferes with the airing of Programmer's video
programming or Wink fails to provide weekly reports regarding usage of
Programmer's Interactive Programs, and may continue such suspension until Wink
has resolved such problems to Programmer's satisfaction.
14. GENERAL
The parties agree that in the event it is necessary to employ attorneys
to enforce the terms of this Agreement, the prevailing party in any lawsuit
shall be entitled to an award of reasonable attorneys' fees and court costs.
a) This Agreement may not be assigned without prior written
mutual consent of Programmer and Wink.
b) This Agreement may be amended only by an instrument in
writing, executed by Programmer and Wink.
c) This Agreement will be governed in all respects by the laws
of the State of California.
d) This Agreement represents the entire agreement between the
parties and supersedes and replaces all prior oral and written
proposals, communications and agreements with regard to the subject
matter hereof between Programmer and Wink.
IN WITNESS WHEREOF, the parties by their duly authorized representatives
have entered into this Agreement as of the Effective Date.
WINK COMMUNICATIONS, INC. THE WEATHER CHANNEL
By: /s/ Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: XXXXXX XXXXXXXXXXX Name: XXXXXX X. XXXXXX
Title: President & CEO Title: PRESIDENT PROD & DIST
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EXHIBIT A: PROGRAMMING SERVICES
Description of Programming Services
VIRTUAL
START OF WINK VIDEO ICAP INSERTION
NAME PROGRAMMING (A/D) LOCATION CH? POINT
Example: October 1, 1997 Analog VBI line 15 No New
Overlay
York
Specific Description of Required Interactive Programs:
* One video overlay application displayed on-demand atop The Weather
Channel's video signal, and providing viewers access to current weather
conditions and forecasts without leaving The Weather Channel
* One "virtual channel" (full screen graphics + text) application
providing on-demand access to current weather conditions and 5-day
forecasts for at least 60 major cities. Branded with "The Weather
Channel" name and logo.
* Both applications must be available 24 hours/day, 7 days/week.
* It is expected that the transmission of the Required Interactive
Programs will require the allocation of 2 national VBI lines.
Contact information:
ISSUE ADDRESS CONTACT(S) PHONE /FAX/E-MAIL
Example:
Content refresh 000 Xxxx Xxxxxx Xxxxxxx Xxxxx 212-123-4567
Xxx Xxxx, XX 00000 Director, Enhanced 000-000-0000
Broadcasting Xxxxx@xxxxxxx.xxx
Actual Contact Info:
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EXHIBIT B: WINK RESPONSE CENTER SERVICES
Polls by Zip Code - Report Only [ * ]*
1-100,000 transactions/mo. [ * ]
100,000 + transactions/mo. [ * ]
Polls by System - Report Only [ * ]
[ * ]
1-250,000 transactions/mo. [ * ]
251,000 + transactions/mo. [ * ]
1. Minimum monthly charges per application include UIC (Universal ICAP
code) registration.
2. All volume price breaks are based on total monthly transaction volume by
advertiser registering for the Wink Response Network service. The price
breaks are based on the "average" for the month. That is, the lowest
price applies to all transactions for the month.
PURCHASE AND REQUEST TRANSACTION FEES INCLUDE / EXCLUDE;
1. Daily name & address lists delivered by fax, email, or electronic FTP or
mailbox.
2. UIC and application registration.
3. Standard report showing number of responses per day per ad per city.
4. Viewer credit card information if it is "on file" with the WRS. If not,
for the extra [ * ] response, Wink will mail a "purchase confirmation"
to the viewer to add the credit card, and provide a list of viewers who
did not supply their credit card.
5. Interface to standard EDI VAN for [ * ].
FULFILLMENT EDI/API
* Standard interface set-up fee [ * ]
--------
* Confidential treatment has been requested with respect to certain
portions of this exhibit pursuant to a request for Confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed
with the Commission.
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* Non-standard Interface [ * ]
* Interface License/Maintenance fee [ * ]
SET UP FEES-RESPONSE SERVICE
* Advertiser [ * ]
* Content Provider [ * ]
REPORT GENERATION FEES [ * ]
RESPONSE DATA CENTER PRODUCTS
* Purchase confirmation mailer [ * ]
* List of responders who do not respond to
purchase confirmation mailers [ * ]
* Branded envelope [ * ]
* Advertiser/Programmer Purchase Points Club [ * ]
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EXHIBIT C: WINK SOFTWARE AND SERVICES PRICING
This charter pricing is predicated upon Programmer airing the first Interactive
Programs on or before September 30, 1997. If Programmer fails to air any
Interactive Programs on or before this date, the pricing for Wink Software and
Services reverts to Wink's then current retail price list.
All on-going fees are due the first of the month. The installation and
integration fees are due upon Programmer's acceptance of the successful
installation of the Broadcast Server, and transmission and receipt by Wink
testers of one nationally inserted test application defined by Wink ("First Air
Date"). Such acceptance shall not be unreasonably withheld. The Broadcast Server
license fees commence on the first of the month following the First Air Date,
and the WebCore license fees and technical support fees commence on the one year
anniversary of the First Air Date.
FIRST
ON-GOING YEAR FIRST YR. 2&3 TOTAL 3-
OR ONE- PRICE YEAR PRICE YR
TIME (PER PRICE (PER CHARTER
COSTS MONTH) (TOTAL) MONTH) PRICE
Broadcast Server On-going [ * ] [ * ] [ * ] [ * ]
WebCore Module On-going [ * ] [ * ] [ * ] [ * ]
Tech Support On-going [ * ] [ * ] [ * ]
SUBTOTAL [ * ] [ * ] [ * ] [ * ]
Installation and One-time [ * ] [ * ] [ * ] [ * ]
integration
Studio site One-time [ * ] [ * ] [ * ] [ * ]
license (5 seats)
Studio/WebCore One-time [ * ] [ * ] [ * ] [ * ]
training (3X2days)
SUBTOTAL [ * ] [ * ] [ * ] [ * ]
TOTAL BOTH [ * ] [ * ] [ * ] [ * ]
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Wink reserves the right to increase license fees annually after the first 12
months of the contract period by the percentage increase in the consumer price
index for goods and services for the prior 12 months.
The above pricing for installation and integration covers all work necessary to
enable Programmer's two initial Interactive Programs, as defined in Exhibit A.
It specifically includes the ability to suspend delivery of Interactive Programs
during ad breaks. It does not cover detailed integration with Programmer's ad
insertion system for the purpose of enabling enhancements to spot advertising.
OPTIONAL SERVICES
Custom interface work (ad insertion and traffic systems, etc.) [ * ]
Phone training and consulting beyond standard package [ * ]
Application development [ * ]
Travel expenses are billed separately at cost
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EXHIBIT D: PROGRAMMER'S TERMS FOR CARRIAGE OF INTERACTIVE PROGRAMS
Programmer: Landmark Communications, Inc.
Programming Service: The Weather Channel
This Agreement sets forth the terms and conditions for the national distribution
of Wink ITV Applications ("Interactive Programs") to any multichannel video
operator in the United States or Canada with whom Programmer already has an
agreement for carriage of Programmer's video programming ("System Operator").
1. BACKGROUND
Programmer has created one or more Interactive Programs which are compliant with
the Wink Communications, Inc. ('Wink") interactive communications application
protocol. The Interactive Programs are transmitted by Programmer using either
the vertical blanking interval ("VBI") of the corresponding video signal, or
using MPEG private data streams provided concurrently with the corresponding
video signal(s).
System Operator distributes one or more of Programmer's signals through one or
more of the following: cable, satellite and MMDS (wireless cable).
2. EFFECTIVE DATE AND TERM
The term of this Agreement shall commence on the date of Programmer's execution
of this Agreement and terminate three (3) years thereafter, unless Programmer
and Wink terminate their Charter Programmer Affiliation Agreement in accordance
with the terms of that agreement.
This Agreement will automatically renew for one year periods unless either party
notifies the other at least 90 days prior to the end of the then-current term of
that party's intent not to renew.
3. INTEGRITY OF INTERACTIVE PROGRAMS
Programmer will ensure that the Interactive Programs meet Wink's criteria for
Wink compliant applications (See Attachment 1). Programmer agrees that each
Interactive Program shall have been either successfully tested by Programmer or
certified as compliant by Wink prior to the Delivery to System Operator for
distribution.
Programmer understands that failure to meet the above criteria could result in
System Operator suspending the distribution of one or more Interactive Programs
until such time as all Interactive Programs are certified by Wink to be in
compliance.
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4. DISTRIBUTION
Programmer hereby grants System Operator a non-exclusive license to distribute
the Interactive Programs delivered in the VBI or MPEG of Programmer's video
signal. Programmer agrees that each Interactive Program shall have been either
successfully tested by Programmer or certified as compliant by Wink prior to the
Delivery to System Operator for distribution, and shall bear any associated
costs of such testing.
Programmer agrees not to charge System Operator fees associated with Interactive
Programs for the term of this Agreement. Likewise, System Operator agrees that
no fees or charges will be due from carriage or retransmission of the
Interactive Programs as provided for hereunder.
Programmer will provide System Operator written notice at least 30 days prior to
discontinuing national transmission of all Interactive Programs.
It is a condition of System Operator's right to carry the Interactive Programs
that System Operator shall distribute Programmer's Interactive Programs without
modification, and that System Operator may not modify or enhance any VBI lines
described in Exhibit A. Programmer agrees that System Operator may copy the
Interactive Programs for simultaneous transmission in different encoding formats
other than what Programmer currently uses including but not limited to, other
VBI formats, out of band channels, and MPEG2 private data streams; provided such
Interactive Programs are presented together with the original corresponding
video to System Operator's subscribers, and that such copying is done to enable
System Operator's subscribers to properly receive and display the
Interactive-Programs on their set top box or television set.
System Operator can, if permitted in Exhibit A, locally insert Interactive
Programs as instructed by Programmer. System Operator is solely responsible for
any costs associated With such local insertion. Programmer will notify System
Operator of changes to any such permissions through amendments to Exhibit A
provided at least 30 days prior to the effective date of such requirements.
System Operator may suspend transmission of the Interactive Program during the
insertion by System Operator of local advertising avails as authorized in any
separate agreements between Programmer and System Operator.
5. RESPONSE NETWORK
Programmer agrees to utilize the Wink Response Network for two-way Interactive
Programs. Programmer also agrees to use Wink Communication's standard scripts
and guidelines for response applications.
6. MARKETING MATERIALS
System Operator may prepare marketing materials relating to the Interactive
Programs and may use Programmer's name, logo, and screen shots from the
Interactive Programs in such marketing materials, provided that such materials
are submitted to Programmer for review and approval prior to distribution.
Programmer's approval of such marketing materials shall not be unreasonably
withheld or delayed.
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7. SCOPE
This Agreement does not interfere with or negate other Agreements between
Programmer and System Operator. This Agreement represents all of the terms and
conditions for Programmer providing Interactive Programs. this Agreement may be
updated from time to time only by express written consent of Programmer.
PROGRAMMER
By: /s/ Xxxxxx X. Xxxxxx
Name: XXXXXX X. XXXXXX
Title: PRESIDENT-PROD & DIST
Date: 7/18/97
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EXHIBIT D - ATTACHMENT 1
CRITERIA FOR
WINK COMPLIANT APPLICATION
* All applications must be registered and contain a unique universal ICAP
code (UIC) prior to being broadcast.
* Registered applications have passed a standard set of tests which
validate:
* that the application can be delivered through the VBI,
will arrive as appropriate, and can be decoded in the
Wink engine.
* that the application does not generate error messages.
* that the application receives scheduled updates, if
applicable.
* that the application passes minimum acceptable latency
standards.
* that the application does not cause System Operator
technical or operational problems.
* that the application, if two-way, generates the
appropriate routing address and usage data.
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EXHIBIT E: FIRST YEAR PERFORMANCE OBJECTIVES
(To be agreed upon between the parties prior to airing of the first Interactive
Programs)
Programmer's Interactive Programs generate at least "x" number of viewer
impressions during the first six months of 1998:
x=
An impression is defined as follows:
Viewer is
(a) exposed to Wink's attract icon while being tuned to Programmer's video
signal for the Programming Service described in A or
(b) tunes to Programmer's virtual channel.
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EXHIBIT F: PRELIMINARY EQUIPMENT LIST
Wink Broadcast Server and WebCore
* Sun Xxxxx 00 or faster, with 64MB RAM, 1 GB+ hard disk, Solaris 2.4 or 2.5,
CD-ROM, Ethernet connection to Programmer's LAN, dial-up modem, tape or other
backup mechanism
*Norpak TES-3 VBI data inserter
*LAN/serial connections to Xxxxx system, ftp site (for data), other hardware as
necessary
* Later this fall: PC w/ Windows 95 and Ethernet connection to run WBS remote
GUI
Wink Studio
* Pentium Windows PC with 16MB+ RAM, 1 GB+ hard disk, 1024x768x256 color
graphics, 17"+ monitor, Ethernet connection, to enable electronic delivery of
applications to the WBS, Internet access to enable electronic access to Wink's
Data Center
Test equipment
* GI CFT-2200 set top box, marketing firmware
* High grade video source (Beta SP or better)
* Coax Modulator
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