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EXHIBIT 10.11
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ALLOY ONLINE, INC. HAS OMITTED FROM THIS EXHIBIT 10.11 PORTIONS OF THE AGREEMENT
FOR WHICH ALLOY ONLINE, INC. HAS REQUESTED CONFIDENTIAL TREATMENT FROM THE
SECURITIES AND EXCHANGE COMMISSION. THE PORTIONS OF THE AGREEMENT FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED ARE DENOTED BY AN ASTERISK HEREIN AND
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
XXXXXXXXXXX.XXX
March 8, 1999
Agreement between INTERNET FASHION MALL, LLC and Xxxxx.xxx Inc. (Merchant).
Whereas Internet Fashion Mall, LLC (IFM) has established a site on the Internet,
xxxx://xxxxxxxxxxx.xxx (Xxxxxxxxxxx.xxx or FM), through which it can provide
access by users to the Merchant's web site located on the Internet at
xxxxxxxxxxx.xxx (Site) where Merchant may display and/or sell products and/or
content as defined in this agreement, the parties agrees as follows:
LOCATION & VALUE AD
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IFM will provide the following to Merchant:
1) A tenant listing and/or presence within Xxxxxxxxxxx.xxx for a period of
12 months merchant's "live date" on FM, retroactive to 1/1/99.
2) Monthly reports of traffic in the form of total "click throughs" to
merchant's site.
3) Merchant will be entitled to inclusion in the Xxxxxxxxxxx.xxx contextual
and/or advertorial marketing opportunities (these terms being defined as
they are commonly understood within the industry) through Xxxxxxxxxxx.xxx
and affiliated and co-branded sites where appropriate and available and
included, in addition, in co-sponsored events if applicable and as space is
available. There may or may not be additional fees involved.
4) Anchor tenant icon placement and feature graphic icon on the what is now
referred to as "Team/Lemon soda" home page of Xxxxxxxxxxx.xxx
FEE
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1) A fixed rate of $[ ]* per month for contract duration.
CREATION & CONTENT
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1) Merchant may create and provide content, as mutually agreed, for display
and distribution within IFM's site(s).
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TRANSACTION
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1) Merchant will sell product directly to consumers using Merchant's own, or
third party, e-commerce system.
TERMS AND REQUIREMENTS
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1) IFM does not warrant the accuracy or correctness of content within
Merchant's site.
2) Merchant is responsible for all rights to content provided, and ensures IFM
that it possesses all required rights.
3) IFM may archive data that is stored, or processed, through IFM,
Xxxxxxxxxxx.xxx or Merchant's site, and will maintain copies, of, and
utilize, data on transactions, communications and activities.
4) Merchant indemnifies IFM against any liability related to Merchant's
failure to comply with this agreement.
5) Merchant may tag print advertising with the address
"xxxx://xxxxxxxxxxx.xxx/xxxxxxxxxxx".
6) IFM may use merchant content to promote Merchant or IFM.
7) Charges will be billed via monthly report/invoice and are net 10 days.
Agreed by:
/s/ Xxxxxxx X. Xxxxxxx
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(Signature) (Name)
3/8/99
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(Title) (Date)
575 Madison Avenue, New York, NY 00000 (000) 000-0000 fax (000) 000-0000
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