1
Exhibit 10.18
[*] Confidential Treatment has been requested for certain portions of this
exhibit.
CLASSIFIEDS2000 LISTINGS DISTRIBUTION, SPONSORSHIP, DISPLAY ADVERTISING AND
NETWORK AFFILIATION AGREEMENT
This LISTINGS DISTRIBUTION, SPONSORSHIP, DISPLAY ADVERTISING AND NETWORK
AFFILIATION AGREEMENT (the "Agreement") is between CLASSIFIEDS2000, INC., a
California corporation having its place of business at 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000 ("Classifieds2000"), and AUTO-BY-TEL, CORPORATION, a
Delaware Corporation, having its place of business at 00000 XxxXxxxxx Xxxx.,
0xx Xxxxx, Xxxxxx, XX 00000 ("Customer"). This Agreement is effective as of May
29, 1998 (the "Effective Date").
WHEREAS, Classifieds2000 is the creator and administrator of an Internet
classifieds service (the "Classifieds2000 Service");
WHEREAS, Customer is in the business of distributing Vehicle Listings
("Classified Advertisements" or "Listings") and offering other services on its
own Web site and elsewhere on the Internet on behalf of its clients;
WHEREAS, Customer desires to: (a) license Classifieds2000 to distribute
Classified Advertisements through the Classifieds2000 Service; (b) be one of
four (4) sponsors of the Classifieds2000 Vehicles Channel; (c) display banner
and in-line text advertorials through the Classifieds2000 Vehicles category;
and (d) be a Network Affiliate of the Classifieds2000 Network, as the
Classifieds2000 Network presently exists or is augmented or supplemented from
time to time during the term of this Agreement.
WHEREAS, Customer and Classifieds2000 desire that this new Agreement replace
any and all oral or written agreements or understandings between the parties as
to the subject matter of this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. SERVICES. Classifieds2000 will provide to Customer the services described in
this section. For the purposes of this section, a Listing means a single used
vehicle listing that is delivered to Classifieds2000 according to the
Classifieds2000 Standard Vehicle Upload Specification. A summary of such
services is shown in Attachment A.
1.1. DISTRIBUTION OF LISTINGS. Classifieds2000 will distribute all
Listings provided by Customer within the Vehicles section of the
Classifieds2000 Service. Customer may include listings from XxxxxxXxxxx.xxx in
the Listings feed that it sends to Classifieds2000. Classifieds2000 will
provide Customer with the ability to remotely and automatically upload and
update the Listings it distributes in the Classifieds2000 Service on a regular
basis. The upload and update capability currently allows changes on a twenty
four-hour basis.
1.1.1. DETAIL PAGE LAYOUT AND BRANDING. For each Listing distributed
by Customer, Classifieds2000 will display a detail page in a layout exactly as
Customer's Listings are displayed in the current Classifieds2000 Service. Each
Listing will display the Customer logo and will contain links to additional
pages describing Customer's services. An example of this layout is shown in
Attachment B.
1.1.2. CONTACT REQUEST LEADS. Classifieds2000 will provide Customer
with contact request leads via a specialized Customer enhanced email form that
captures specific information and directly processes such information into
Customer's contact request service.
1.2. NETWORK-WIDE EXPOSURE. Classifieds2000 will integrate and
display Customer's branding throughout the Classifieds2000 Service in the
manner described below in order to provide users with easy access from various
points within the Vehicles Channel of Classifieds2000's premier classifieds to
the Customer Site.
1.2.1. CATEGORY-ENTRY SPONSOR BUTTON. Customer will be the exclusive
Auto Buying Service Sponsor. As such, Customer shall receive a fixed presence
logo link and FasTrak box on the Entry Page of the Vehicles Channel. The logo
shall link to a page of Customer's choice. Minimum impressions from this box
shall be [*] per month.
1.2.2. PRODUCTS AND SERVICES PAGE. Customer will receive a fixed
presence logo, text link and two lines of text in the New Car Price Quotes
Section of the Products and Services Page. The text link shall link to
Customer's FasTrak new car buying form. Minimum impressions from this page shall
be [*] per month. Logo specifications shall be: 88x31 pixels.
1.
2
[*] Confidential Treatment Requested
1.2.3. INLINE TEXT ADVERTORIALS. Customer will receive four (4)
separate Text Advertorial links that will rotate randomly throughout the Search
Results Grid of the Vehicles Channel of the Classifieds2000 Service. Minimum
impressions from the Inline Text Advertorials shall be [*] per month. Inline
text specifications shall be no greater than sixty (60) characters long; no
mention of any company names or brands.
1.2.4. PAGE BOTTOM TEXT ADVERTISEMENTS. Customer will receive a Page
Bottom Text Advertisement that will rotate on the Vehicle Search Results Pages
and the Vehicle Details Pages of the Private Party Listings. These
advertisements shall link to Customer's FasTrak new car buying form. Minimum
impressions from the Page Bottom Text Advertisements shall be [*].
1.2.5. BANNER ADVERTISEMENTS. Customer will receive a minimum of
[*] banner impressions per month. Banner Specifications shall be 468 x 60
pixels; 10K maximum file size.
1.2.6. SEASONAL PROMOTIONS. Customer will be included in all
relevant Classifieds2000 Service seasonal promotions for advertisers/sponsors
that occur during the term of this Agreement. The impressions for this type of
advertisement will vary.
1.3. CLASSIFIEDS2000 NETWORK AFFILIATION. Classifieds2000 will develop and
offer the following network affiliation service to Member:
1.3.1. CONTENT AND TECHNOLOGY. Classifieds2000 will provide Customer
with a private label classified advertising service including the Search Ad,
Place Ad, Change Ad, Cool Notify and Hot List features ("Customer
Classifieds"). The Customer Classifieds shall include the Vehicles category and
any other classified categories selected by Member. The look and feel of the
Customer Classifieds Service shall be as shown on:
xxxx://xxxxxxxxxxx0000.xxx/xxx-xxx/Xxxxxxx.xxx?Xxxxxxxx-xxxxxxxxxx.
1.3.2. LISTINGS RESTRICTIONS. In the Vehicles category, the Customer
Classifieds shall contain only private party listings provided by
Classifieds2000.
1.3.3. ALL SERVICE UPGRADES AND NEW CATEGORIES. All new standard
feature enhancements and categories will be added to the Customer Classifieds
as they are released.
1.3.4. PROMOTION OF CUSTOMER CLASSIFIEDS ON XXX.XXXXXXXXX.XXX/
("CUSTOMER SITE"). Customer will provide a prominent home page link and
tool/menu bar link to the Customer Classifieds from the Customer Site.
1.3.5. ADVERTISING SALES. No third party advertising or banners shall
be displayed in the Customer Classifieds.
1.3.6. FREE SERVICE. Private parties will be able to list and view
merchandise and services for free on Customer Classifieds.
1.3.7. EXCLUSIVITY. For the Term of this Agreement, Customer shall
not enter into any on line co-branding or private label arrangements wherein
any party (other than Classifieds2000) provides a private party classifieds
service ("For Sale by Owner") to Customer.
1.3.8. CLASSIFIEDS2000 MARKS. A credit for the Classifieds2000
Service and a "Powered By Classifieds2000 - The Internet Classifieds" logo will
be displayed on each page within the Customer Classifieds.
1.3.9. OPTION TO REMOVE OF CUSTOMER CLASSIFIEDS. Customer shall have
the option of removing Customer Classifieds if it determines that it has a
negative impact on Customer's Cyberstore service.
1.4. REPORTING. Classifieds2000 shall provide periodic reports by email to
Customer outlining the number of banner impressions and total click-throughs
delivered, number of Customer listings in the Classifieds2000 database, and
detail pages viewed. Classifieds2000 shall commit to quarterly performance
reviews to assess the quality of purchase requests being sent to Customer.
Classifieds2000 shall commit to working closely with Customer to improve the
quality of purchase requests throughout the term of this Agreement.
1.5. ADDITIONAL PER LISTING SERVICES. The fee for additional per listing
services such as secondary detail pages will be on a per listing or setup fee
basis
2.
3
[*] Confidential Treatment Requested
2. FEES. The fees for the services contemplated in this Agreement shall be as
follows:
2.1 A flat fee of [*] per month for the Listings Distribution Services
described in Section 1.1 together with the Network Affiliation
Services described in Section 1.3 herein; plus
2.2 A flat fee of [*] per month for the Network Wide Exposure Services
described in Section 1.2 herein; plus
2.3 A variable "Bounty" as follows:
i. [*] per Unique New Car Purchase Request forwarded to Customer for
the first [*] Unique New Car Purchase Requests;
ii. [*] per Unique New Car Purchase Request beginning with [*] up to
and including [*] Unique New Car Purchase Requests; and
iii. [*] per Unique New Car Purchase Requests after the first [*] new
car purchase requests.
2.4 [*]
2.5 The total number of Unique New Car Purchase Request shall be
calculated in accordance with Customer's standard de-duplication
formula as set forth in item (i) on the attached Schedule C,
incorporated herein by this reference.
2.6 All fees payable to Classifieds2000 shall be invoiced monthly at the
beginning of the month. Fees due under this Agreement shall be paid
within thirty (30) days of receipt of a statement of such payment
obligations. In the event there is an unpaid thirty (30) days after
payment is due, Customer shall also pay interest at the rate of the
lesser of one and one-half (1.5%) per month or the then-highest
interest rate allowed to be imposed by applicable law, plus
Classifieds2000's reasonable costs of collection.
3. TERM. The term of this Agreement shall be as follows:
3.1 This Agreement shall have a stipulated start date of June 1, 1998,
and shall remain in effect for [*]
3.2 [*]
3.3 [*]
3.4 After this Agreement has been in effect for [*] [*], either party
may terminate or renegotiate the terms upon thirty (30) days written
notice.
4. ADDITIONAL TERMS AND CONDITIONS.
4.1. CLASSIFIED ADVERTISEMENTS. Customer hereby authorizes Classifieds2000
to use, reproduce, publicly distribute and publicly display
Classified Advertisements on the Classifieds2000 Service. Customer
will be solely responsible for creating, managing, editing,
reviewing, deleting and otherwise controlling the Listings. Customer
will deliver to Classifieds2000 Customers' Classifieds Advertisements
in the format specified by the document "Classifieds2000 Vehicle
Listing Import Specification." Classifieds2000 and its affiliates may
decline to include any Classified Advertisements in the
Classifieds2000 Service for any reason or at any time.
3.
4
[*] Confidential Treatment Requested
4.2. DISPLAY ADVERTISING. Electronic images and URLs must be
submitted at least 3 days before the desired start date. GIFs and go-to URLs
should be e-mailed to xxx@xxxxxxxxxxx0000.xxx. Classifieds2000 and its
related parties reserve the right, at any time, and for any reason in its sole
discretion to decline any advertising and to cease further publication of any
advertising, and shall not be liable in any way, provided that any amounts
received for advertising that is not published will be refunded.
4.3. TERMINATION. This Agreement may be terminated by the parties as
follows:
4.3.1 This Agreement will terminate automatically in the event
that Classifieds2000 decides, in its sole discretion, to
stop operating its Web-accessible service.
4.3.2 Either party may terminate this Agreement after [*]
provided that sixty (60) days prior written notice is
delivered.
4.3.3 Either party may terminate this agreement upon the
material breach of the other party, if such breach
remains uncured for thirty (30) days following written
notice to the breaching party; except that
Classifieds2000 may, by providing written notice,
terminate this Agreement immediately if the monthly
fees are not paid when due, as set forth herein.
4.3.4 Either Party may terminate this Agreement upon thirty
(30) days written notice to Classifieds2000 upon the
determination that the Unique New Car Purchase
Requests forwarded to Customer fall below Customer's
acceptable quality standard should such unacceptable
quality standard remains uncured for sixty (60) days
following written notice to the other party. For the
purposes of this Agreement, Customer's quality standard
shall be determined in accordance with the formula set
forth in item (ii) on the attached Schedule C,
incorporated herein by this reference.
4.3.5 Except for Classified Advertisements that
Classifieds2000 requires for maintenance of its
systems, upon the expiration or termination of this
Agreement, Classifieds2000 will promptly remove the
Classified Advertisements from its systems. Sections 2,
4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12
shall survive any termination or expiration of this
Agreement.
4.4. DISCLAIMER OF WARRANTIES. Classifieds2000 provides all Services
performed hereunder "AS IS" and without any warranty of any kind.
Classifieds2000 does not guarantee continuous or uninterrupted service to and
use of the Services. In the event of interruption of Services, Classifieds2000's
sole obligation shall be to restore service as soon as practicably and
reasonably possible.
4.5. TRADEMARKS. Neither party may use the other party's trademarks,
service marks, trade names, logos, or other commercial or product designations
(collectively, "Marks") for any purpose whatsoever without the prior written
consent of the other party. Notwithstanding the foregoing, each party grants to
the other a revocable, non-exclusive, nontransferable, royalty-free, worldwide
license to use each other's respective Marks (a) in conjunction with the
Services for the purposes of marketing, promotion, and Classified
Advertisements directories or indexes, and (b) in electronic or printed
advertising, publicity, press releases, newsletters and mailings about the
Services or Classifieds2000.
4.6. CLASSIFIEDS2000 SERVICE PROMOTION. Customer may not use the
names of specific Classifieds2000 affiliates to promote, advertise, or publicly
state, either verbally or in written form, that Customer's listings are being
distributed on such affiliates' Web sites without explicitly stating that this
distribution is enabled via an arrangement with Classifieds2000.
4.7. INDEMNITY. Customer agrees to defend, indemnify and hold
harmless Classifieds2000 and its directors, officers, agents and employees for
any and all losses, costs, liabilities or expenses (including without
limitation reasonable attorneys' and expert witnesses' fees) incurred or
arising from any Classified Advertisements.
4.8. LIMITATIONS ON LIABILITY. IN NO EVENT SHALL CLASSIFIEDS2000 BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR
WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED
COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, EVEN IF CLASSIFIEDS2000 HAS BEEN ADVISED OF (OR KNOWS OR SHOULD
KNOW OF) THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL
CLASSIFIEDS2000 BE LIABLE TO CUSTOMER OR ANY THIRD PARTIES FOR AN AMOUNT
GREATER THAN THE AMOUNTS RECEIVED FROM CUSTOMER HEREUNDER.
4.9. GOVERNING LAW. This Agreement will be governed and construed
in accordance with the laws of the State of California without giving effect to
principles of conflict of laws. Customer agrees to submit to jurisdiction in
California and further agrees that any cause of action arising under this
Agreement may be brought in a court in Santa Xxxxx County, California.
4.
5
4.10. SUCCESSORS AND ASSIGNS. Neither party may assign this Agreement
without prior written consent of the other, except that no such consent shall
be required for assignments in connection with the sale of all or substantially
all of the assets or securities of a party or by merger (whether by operation
of law or otherwise). The parties' rights and obligations will bind and inure
to the benefit of their respective successors, heirs, executors and
administrators and permitted assigns.
4.11. ENTIRE AGREEMENT. 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. This Agreement may be changed only by a written agreement
signed by both parties.
4.12. CONFIDENTIALITY. This Agreement and its terms and conditions are
confidential information of both parties. Neither party may disclose the terms
and conditions hereof without the advance written consent of the other party.
Signed:
AUTO-BY-TEL, CORPORATION CLASSIFIEDS2000, INC.
/s/ Xxxx X. Xxxxxxxxx
---------------------------- --------------------------------------
Customer Signature Signature
/s/ Xxxx Xxxxxxxxx
------------------------------- --------------------------------------
Xxxx X. Xxxxxxxxx Xxxx Xxxxxxxxx
Senior Vice President, Marketing Vice President, Classified Advertising
6/4/98
------------------------------- --------------------------------------
Date Date
5.
6
4.10. SUCCESSORS AND ASSIGNS. Neither party may assign this Agreement
without prior written consent of the other, except that no such consent shall
be required for assignment in connection with the sale of all or substantially
all of the assets or securities of a party or by merger (whether by operation
of law or otherwise). The parties' rights and obligations will bind and inure
to the benefit of their respective successors, heirs, executors and
administrators and permitted assigns.
4.11 ENTIRE AGREEMENT. This Agreement set 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. This Agreement may be changed only by a written agreement
signed by both parties.
4.12. CONFIDENTIALITY. This Agreement and its terms and conditions are
confidential information of both parties. Neither party may disclose the terms
and conditions hereof without the advance written consent of the other party.
Signed:
AUTO-BY-TEL, CORPORATION CLASSIFIEDS2000, INC.
/s/ [SIG]
------------------------------- -------------------------------
Customer Signature Signature
/s/ /s/ XXXX XXXXXXXXX
------------------------------- -------------------------------
Xxxx X. Xxxxxxxxx Xxxx Xxxxxxxxx
Vice President, Classified
Advertising
6/4/98
------------------------------- -------------------------------
Date Date
5.
7
[*] Confidential Treatment Requested
ATTACHMENT A
USED CAR PROGRAM
FLAT FEE INCLUDES: Fixed Monthly [*] [*]
----------- ----------
- Listings Distribution on Network
- Per Listing Branding & Links
- Unlimited Dealer Participation
- Unlimited Contact Request Leads
- FSBO Listings on ABT Site
NEW CAR PROGRAM
FLAT FEE INCLUDES: Fixed Monthly [*] [*]
- Exclusive Buying Service Sponsor
- Real Estate Slotting Fee
[*]
TOTAL MONTHLY FIXED [*]
TOTAL ANNUAL FIXED [*]
TOTAL VARIABLE (ESTIMATED*) PER MONTH MONTH # PRs S/PR TOTAL
Jun-98 [*] [*] [*]
* [*] Jul-98 [*] [*] [*]
Aug-98 [*] [*] [*]
Sep-98 [*] [*] [*]
Oct-98 [*] [*] [*]
Nov-98 [*] [*] [*]
Dec-98 [*] [*] [*]
Jan-99 [*] [*] [*]
Feb-99 [*] [*] [*]
Mar-99 [*] [*] [*]
Apr-99 [*] [*] [*]
May-99 [*] [*] [*]
ESTIMATED TOTAL ANNUAL VARIABLE [*] [*]
TOTAL ESTIMATED MONTHLY COST Jun-98 [*]
Jul-98 [*]
Aug-98 [*]
Sep-98 [*]
Oct-98 [*]
Nov-98 [*]
Dec-98 [*]
Jan-99 [*]
Feb-99 [*]
Mar-99 [*]
Apr-99 [*]
May-99 [*]
----------
TOTAL ESTIMATED ANNUAL COST [*]
----------
8
[*] Confidential Treatment Requested
SCHEDULE C
TO THAT CERTAIN CLASSIFIED2000 LISTING DISTRIBUTION,
SPONSORSHIP, DISPLAY ADVERTISING AND
NETWORK AFFILIATION AGREEMENT ("AGREEMENT")
BETWEEN
CLASSIFIEDS2000, INC
AND
AUTO-BY-TEL CORPORATION
THE FOLLOWING LANGUAGE SHALL BE INCORPORATED INTO SECTION 2.4 OF THE
AGREEMENT AS THOUGH FULLY SET FORTH THEREIN:
i. Unique Purchase Request. For the purposes of this Agreement, a "Unique
Purchase Request" shall be a new car purchase request electronic form
with all data fields deemed mandatory by Customer completed by the
user, which has been received by Customer from Classifieds2000, and
for which Customer has not, within the previous ninety (90) day
period, received a duplicate new car purchase request from
Classifieds2000, or any other source from which Customer regularly
receives purchase requests, for the same or similar vehicle, as
determined by the year, make and model; from the same user, as
identified by the same name, zip code and/or the same e-mail address.
THE FOLLOWING LANGUAGE SHALL BE INCORPORATED INTO SECTION 4.3.4 OF THE
AGREEMENT AS THOUGH FULLY SET FORTH THEREIN:
ii. Customer may terminate this Agreement at any time during the term of
hereof, if, based upon a random sampling over a thirty (30) day period
of not less than [*] referred by Classifieds2000 for either new or
used vehicles, it is determined that the number of Classifieds2000
referred purchase requests which are converted to actual sales of
vehicles is less than fifteen percent (15%) of the total number of
conversion experienced by Customer with non-Classifieds2000 purchase
requests during the same time frame.
9
ATTACHMENT B
[CLASSIFIEDS2000 LETTERHEAD]
"The most visited classifieds on the web!"
FEATURES
7.25% OR 7.75%
HOME CLICK HERE!
SEARCH ADS CLICK HERE FOR MORE INFORMATION
PLACE ADS
DELETE ADS SEARCH ADS
CHANGE ADS CATEGORIES / VEHICLES / CARS
COOL NOTIFY
HOT LIST Back to List Next Cool Notify Add to Hot List
HELP
AUTO-BY-TEL - RISK FREE VEHICLE!
72 hour money back refund!
[PHOTOGRAPH]
AUTO-BY-TEL MAKES YOUR USED CAR PURCHASE RISK-FREE
- Full refund within 72-hours
- National 3Mo./3K Mi. Limited Warranty
- Travel Repair Program
- Certified 135 Point Inspection
CAR 1996, Pontiac Grand Am SE, 31K miles, $11,300
OPTIONS 31227 exterior
Air Conditioning
Cruise Control
Two Door
Automatic Transmission
DESCRIPTION bucket seats, am/fm radio, tilt steering wheel, power door
locks, stock number 67801
VEHICLE ID 0X0XX00X0XX000000
SELLER INFO
More about Auto-By-Tel Purchase Guidelines
Xxxxxxxxxx, Xxxxxxx 00000
Back to List Next Cool Notify Add to Hot List
