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Schedule 2 Network of Internet Services Advertising
Schedule 2 Network of Internet Services Advertising (135K)
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SCHEDULE 2
MICROSOFT NETWORK OF INTERNET SERVICES ADVERTISING
This Schedule 2 (the "Schedule") is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corporation ("Microsoft Corporation") and eDiets.com, Inc. ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the terms pursuant to which Company will purchase advertising
placements on the web sites set forth in this Schedule (collectively "MSN"),
effective July 1, 2002 (the "Effective Date"). This Schedule is entered into
between Microsoft Online, L.P. ("Microsoft Online"), MSNBC Interactive News,
L.L.C ("MSNBC") and together with Microsoft Online, ("Microsoft") and Company.
1. AD PLACEMENTS:
1.1 During the Term, Microsoft will provide a total of [***] to Company as
set forth in Exhibit 2-A attached hereto, unless the parties agree
upon alternate placements and fees in writing. "Ad Requests" means the
request of an advertising element as a direct result of a user's
action, as recorded by the advertisement's server software.
1.2 Company agrees to refresh its creative as mutually agreed during the
Term, but no less frequently than once every seven (7) days.
1.3 Microsoft may, in its sole discretion, deliver Ad Requests in excess
of the total set forth above, however, Company will not be obligated
to pay Microsoft for such over-delivery, unless the parties agree on
payment terms in a written amendment to this Schedule.
1.4 Make Goods:
1.4.1 If Microsoft fails to deliver the agreed upon aggregate number
of Ad Requests during the Term, Company's sole remedy for such
failure will be the extension of the Term for (i) a period of
sixty (60) days, or (ii) until the agreed upon number of Ad
Requests (or other Ad Requests as the parties mutually agree)
are provided, whichever is longer.
1.4.2 The delivery of Ad Requests will be measured [***] as set forth
in Exhibit 2-A, attached hereto, or otherwise as agreed upon by
the parties in writing in advance of each [***]. If Microsoft,
at the end of any given [***] during the Term, has failed to
deliver at least [***] of the Ad Requests committed for such
quarter, Company reserves the right to withhold payment due for
such Ad Requests until such shortfall is delivered by Microsoft,
at which time the funds withheld will be released; provided,
however, that if such Ad Requests are not delivered within (60)
days following the end of the applicable [***], Company shall
not pay for such undelivered Ad Requests. Further, in the case
where a particular placement is contained in the media plan for
more than one [***] and the CPM rate for that placement
increases from one [***] to the next, it is understood that the
entire Ad Request commitment at the lower CPM must be met before
the higher CPM is applied, regardless of the [***] in which the
delivery is made or completed.
1.5 On a monthly basis, the parties will discuss additions, changes and
deletions to the placements set forth in this Section 1 and Company's
advertising creative in an effort to optimize campaign performance of
the Ad Requests. Subject to mutual written agreement and inventory
availability, Microsoft will make all reasonable efforts to implement
such revisions.
1.6 Microsoft will make commercially reasonable efforts to maintain
aggregate click-through rates for the Ad Requests purchased pursuant
to this Schedule which are substantially similar to those aggregate
click-through rates historically provided by Microsoft under the
Agreement. Company shall make commercially reasonable efforts to
optimize the creative selections given to Microsoft for fulfillment of
this Schedule. Failure by Microsoft to meet or exceed such historical
aggregate click-through rates will not be deemed a breach of this
Schedule. Microsoft makes no warranty about the click-through rate to
be provided through each Exhibit 2-A ad placement.
2. EXCLUSIVE PROVISION OF CONTENT: During the Term, Microsoft will not accept
advertising from or license products or services owned or distributed by
[***] on the following MSN sites or any successor sites (collectively the
"Sites") (including without limitation, pages contained within the Sites or
linked to the Sites): [***]
[***] Confidential Information
Microsoft Confidential
Page 1 of 20
{PAGE}
[***]. Except as provided herein, nothing in this Schedule will be
construed as restricting Microsoft's ability accept advertising from or
license products or services owned or distributed by other entities focused
on dieting and weight loss
3. WOMENCENTRAL MINI-SITE:
3.1 Microsoft will create a site within WomenCentral for use by
WomansCentral and MSN users, which site will allow such users review
diet, fitness and nutrition information (the "Mini-Site"). The
Mini-Site will:
3.1.1 Be at least five (5) to six (6) pages in length; and
3.1.2 Be created and hosted by Microsoft within WomenCentral using
Content. Such Content will include, without limitation Company's
tools such as a body mass indicator or calorie calculator; and
3.1.3 Be available for WomenCentral users through a persistent link (a
text link or graphical link to be mutually agreed to by the
parties) on the WomenCentral home page; and
3.1.4 Include the following on navigation structure of the Mini-Site:
(a) the logos of Microsoft and Company; (b) hyperlink to
WomenCentral, MSN or any page therein as mutually agreed to by
Microsoft and Company; (c) be located at the top of each page of
the Mini-Site 3.1.5 Include graphic and text links, which links
will be placed on the Mini-Site as mutually agreed to by the
Microsoft and Company, to Company's site, with a goal of
increasing new membership in Company's site and diet programs;
and
3.1.6 Include an attribution to Company as approved by the Company
such as "Sponsored by eDiets."
3.2 Company will refresh the Mini-Site creative as mutually agreed upon
during the Term, but no less frequently than once each month of the
Term.
3.3 Company will be solely responsible for customer service for products
and services offered by Company on the Mini-Site.
3.4 Microsoft and Company shall mutually agree on the design and content
of the Mini-Site, but Microsoft will have ultimate editorial control
over the Mini-Site. Microsoft will approve the Mini-Site no later than
ten (10) days prior to launch of the Mini-Site (tentatively scheduled
for July 1, 2002). Company will comply with the WomenCentral
specifications set forth in Exhibit 2-B attached hereto, and will
reasonably cooperate with Microsoft to test the operation and
functionality of the Mini-Site prior to its launch by Microsoft.
4. MSNBC PLACEMENTS: MSNBC will provide Company with the following placements
on the MSNBC Web Site (as defined below): (a) advertorial integration, as
set forth in Section 4.1; (b) placement in the Resource Guide, as set forth
in Section 4.2; and (c) placement on the MSNBC home page, as set forth in
Section 4.3:
4.1 Advertorial Integration:
4.1.1 MSNBC will create and develop a fly-out menu from the "Health"
or "Living" Navigation Bar Menu on the MSNBC Web Site as such
Section is mutually determined by MSNBC and Company) titled
"Special Advertiser Features". Users who activate the "Special
Advertiser Features" fly-out menu will have the option to link
to the Jump Page. "Navigation Bar Menu" means the navigation
elements appearing on the left side of web pages within the
MSNBC Web Site, which shall consist of the MSNBC logo and
internal graphic or text links to web pages within the MSNBC Web
Site, as may be modified by MSNBC in its discretion. "MSNBC Web
Site" means the MSNBC Web Site currently located at URL:
http://www.msnbc.com or any successor site and modified from
time to time by MSNBC, in its sole discretion, that may include,
but is not limited to, any and all other web sites created,
registered, owned and/or controlled by MSNBC. "Jump Page" means
the co-branded web page within the MSNBC Web Site hosted and
maintained by MSNBC, which shall contain Content and links to
Company's Site. "Section" means a specific designated
information area within the MSNBC Web Site. Examples of Sections
include, without limitation, Sports, Business, Health,
Classifieds and Living.
4.1.2 MSNBC will maintain one or more links from the "Health" or
"Living" Section of the MSNBC Web Site to the Jump Page. The
number, size, placement and other characteristics of such links
as well as the Section shall be mutually determined by MSNBC and
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eDiets.com
As referenced in this Schedule 2 Network of Internet Services Advertising:
eDiets.com, Inc – is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corporation ("Microsoft Corporation") and eDiets.com, Inc . ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the terms pursuant to which Company will
_____________
EDIETS.COM Inc – 20
{PAGE}
IN WITNESS WHEREOF, the parties have entered into this Schedule as of the
Effective Date.
Microsoft Online Company
MICROSOFT ONLINE, LP EDIETS.COM Inc .
6100 Neil Road 3801 W Hillsboro Blvd
Reno, NV 89570 Deerfield Beach, FL 33442
By /s/ Gary Larkin /s/ David R. Humble
---------------------------------- ------------------------------------
(
_____________
dt 309561
;
Microsoft
As referenced in this Schedule 2 Network of Internet Services Advertising:
Microsoft Corp – This Schedule 2 (the "Schedule") is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corp oration ("Microsoft Corporation") and eDiets.com, Inc. ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the
_____________
"Microsoft Corp – 2 (the "Schedule") is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corporation ("Microsoft Corp oration") and eDiets.com, Inc. ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the terms pursuant
_____________
Microsoft Corp – the other party's
prior written approval, which approval shall not be unreasonably
withheld or delayed.
10.2 Assignment of Agreement. Company and Microsoft Corp oration hereby
approve the assignment of the Agreement and the rights and obligations
under the Agreement and this Schedule to Microsoft Online, an
_____________
Microsoft Corp – approve the assignment of the Agreement and the rights and obligations
under the Agreement and this Schedule to Microsoft Online, an
affiliate of Microsoft Corp oration.
This Schedule shall be attached to and incorporated into the Agreement, and is
subject to all the terms and conditions of the
_____________
dt 116519
;
Microsoft
As referenced in this Schedule 2 Network of Internet Services Advertising:
Microsoft Corp – This Schedule 2 (the "Schedule") is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corp oration ("Microsoft Corporation") and eDiets.com, Inc. ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the
_____________
"Microsoft Corp – 2 (the "Schedule") is made pursuant to that certain Master
Advertising Agreement (the "Agreement") dated April 5, 2001 by and between
Microsoft Corporation ("Microsoft Corp oration") and eDiets.com, Inc. ("Company")
and is entered into by and among the Company and Microsoft. This Schedule
confirms the terms pursuant
_____________
Microsoft Corp – the other party's
prior written approval, which approval shall not be unreasonably
withheld or delayed.
10.2 Assignment of Agreement. Company and Microsoft Corp oration hereby
approve the assignment of the Agreement and the rights and obligations
under the Agreement and this Schedule to Microsoft Online, an
_____________
Microsoft Corp – approve the assignment of the Agreement and the rights and obligations
under the Agreement and this Schedule to Microsoft Online, an
affiliate of Microsoft Corp oration.
This Schedule shall be attached to and incorporated into the Agreement, and is
subject to all the terms and conditions of the
_____________
dt 116519
;
| Microsoft Online, L.P.;
Ediets com Inc
|
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Full Doc
| 2001 |
Master Advertising Agreement (Non-Standard)
Master Advertising Agreement (Non-Standard) (81K)
Doc #146971: Click preview link for longer preview.
MASTER ADVERTISING AGREEMENT
(NON-STANDARD)
This Master Advertising Agreement (the "Agreement") is made and entered
into as of the 29th day of March, 2001 (the "Effective Date") by and between
eDiets.com ("Company"), with its principal business offices located at 3467 West
Hillsboro Boulevard, Suite Two, Deerfield Beach, FL 33442, and Microsoft
Corporation ("Microsoft"), with its principal business offices located at One
Microsoft Way, Redmond, WA 98052.
In consideration of the covenants and conditions hereinafter set forth,
Microsoft and Company agree as follows:
1. Services. Company shall participate in the program(s) set forth in the
Schedule(s) attached hereto by mutual written agreement of the parties.
Each Schedule shall be not be effective until signed by both parties.
2. Payment.
a. Invoices. Company shall pay Microsoft the fees set forth in each
Schedule within thirty (30) days after the date of each Microsoft invoice.
Amounts not paid when due or during the cure period under this Agreement
will accrue interest at a rate of one and one-half percent (1.5%),
compounded on a monthly basis. In addition to all other available rights
and remedies, Microsoft reserves the right to cancel and remove any and
all advertisements if Company fails to make timely payments of any amounts
owing hereunder. All payments of amounts owing to Microsoft will be made
at the following location or such other location designated by Microsoft
in writing: Microsoft Corporation, P.O. Box 7247-7123, Philadelphia, PA
19170-7123.
b. Taxes. The fees, advances and other amounts owing to Microsoft pursuant
to this Agreement do not include taxes or other governmental fees. Company
will pay all taxes and other governmental fees arising out of or related
to all transactions undertaken pursuant to this Agreement, other than
taxes on Microsoft income and revenue, and will provide Microsoft with
appropriate evidence of such payment upon request.
3. Content license. Company will provide advertisements, trademarks, product
images and/or content (collectively, "Content") necessary to fulfill its
obligations under each Schedule. Company hereby grants Microsoft a
world-wide, non-exclusive, royalty-free license to distribute, display,
transmit, and otherwise use the Content as reasonably anticipated to
fulfill Microsoft's obligations under this Agreement and such Schedule(s).
4. Content limitations. Content may not contain, advertise, link (either
directly or, if with the knowledge of Company, indirectly) to or otherwise
be related to content that (a) is obscene, defamatory, libelous,
slanderous, profane, indecent or unlawful; (b) infringes or
misappropriates third party intellectual property rights (including, but
not limited to, copyrights, trademarks, service marks or any other
proprietary, publicity or privacy right); (c) constitutes "hate speech",
whether directed at an individual or a group, and whether based upon the
race, sex, creed, national origin, religious affiliation, sexual
orientation or language of such individual or group; (d) facilitates or
promotes gambling, or the sale or use of liquor, tobacco products or
illicit drugs; or (e) facilitates, promotes or forwards illegal contests,
pyramid schemes or chain letters. Microsoft may, but is under no
obligation to, review the Content, and may refuse to make Content
available to users in whole or in part if Microsoft determines that
Content violates the foregoing limitations or such other reasonable
limitations as Microsoft may adopt from time to time. Additionally,
Company warrants that it will not willfully or knowingly provide Content
which promotes or contains viruses, worms, corrupted files, cracks or
other materials that are intended to or may damage or render inoperable
software, hardware or security measures of Microsoft, subscribers or any
third party. Failure by Microsoft to exhibit Content which does not meet
the specifications required by Microsoft, includes materials which do not
meet Microsoft's content limitations, and/or is in violation of Company's
warranties does not constitute a breach of this Agreement or otherwise
entitle Company to any legal remedy.
5. Links to Internet sites. Company warrants and represents to Microsoft that
each Internet site identified by URLs in advertisements is in compliance
with Company's warranties set forth in Section 8. Microsoft may reject any
Content or refuse to provide links from any site owned, operated or
controlled by Microsoft to any materials on Company's site that: (a)
violates Company's warranties; (b) is factually inaccurate, misleading or
deceptive; and/or (c) contain any programs, application, interfaces or
other functions that, given the nature of the Microsoft network of
Internet services (collectively, "MSN") and in Microsoft's reasonable
judgment would have a deleterious effect on any MSN user's experience. In
determining whether any materials on the Company's site or Content would
have a deleterious effect on a MSN user's experience, Microsoft shall use
standards consistent with those Microsoft uses to determine quality
standards for its other featured partners. Microsoft may test Company's
URLs, and in Microsoft's sole discretion may remove any URLs at any time
that fail to comply with the above requirements if Company has not cured
such failure within forty-eight (48) hours of notification.
Notwithstanding the foregoing, Company may provide alternate URLs to
Microsoft.
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eDiets.com
As referenced in this Master Advertising Agreement (Non-Standard):
EDIETS.COM, Inc – to survive such termination.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.
MICROSOFT CORPORATION EDIETS.COM, Inc .
/s/ Gary Larkin /s/ Ronald Caporale
-------------------------------- ---------------------------------
By (Sign) By (Sign)
Gary Larkin Ronald Caporale
-------------------------------- ---------------------------------
Name (Print) Name (Print)
MSN Sales Manager EVP
_____________
EDIETS.COM Inc – of the Agreement. Whereby the parties
enter into this Schedule as of the later of the two dates below.
Microsoft Company
MICROSOFT CORPORATION EDIETS.COM Inc .
One Microsoft Way 3467 W. Hillsboro Blvd., Suite 2
Redmond, WA 98052-6399 Deerfield Beach, FL 33442
By /s/ Gary Larkin /s/
_____________
dt 309562
;
Microsoft
As referenced in this Master Advertising Agreement (Non-Standard):
Microsoft
Corp – and between
eDiets.com ("Company"), with its principal business offices located at 3467 West
Hillsboro Boulevard, Suite Two, Deerfield Beach, FL 33442, and Microsoft
Corp oration ("Microsoft"), with its principal business offices located at One
Microsoft Way, Redmond, WA 98052.
In consideration of the covenants and conditions hereinafter
_____________
Microsoft Corp – All payments of amounts owing to Microsoft will be made
at the following location or such other location designated by Microsoft
in writing: Microsoft Corp oration, P.O. Box 7247-7123, Philadelphia, PA
19170-7123.
b. Taxes. The fees, advances and other amounts owing to Microsoft pursuant
to
_____________
Microsoft Corp – with a copy to:
eDiets.com, 3467 West Hillsboro Boulevard, Suite Two, Deerfield Beach, FL
33442 attn: Legal Department.
f. Notices to Microsoft: Microsoft Corp oration, One Microsoft Way,
Redmond, WA 98052-6399, Attn: Program Contact (as designated in each
Schedule), with a copy to: Microsoft Law & Corporate
_____________
MICROSOFT CORP – be
deemed to survive such termination.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.
MICROSOFT CORP ORATION EDIETS.COM, Inc.
/s/ Gary Larkin /s/ Ronald Caporale
-------------------------------- ---------------------------------
By (Sign) By (Sign)
Gary Larkin Ronald Caporale
-------------------------------- ---------------------------------
Name (Print) Name (Print)
MSN
_____________
Microsoft Corp – INTERNET SERVICES ADVERTISING
This Schedule 1 is made pursuant to that certain Master Advertising Agreement
(the "Agreement") dated _____, 2001 by and between Microsoft Corp oration
("Microsoft") and eDiets.com ("Company") and confirms the terms pursuant to
which Company will purchase advertising placements on MSN.
1. AD PLACEMENTS:
_____________
dt 116520
;
|
Microsoft
As referenced in this Master Advertising Agreement (Non-Standard):
Microsoft
Corp – and between
eDiets.com ("Company"), with its principal business offices located at 3467 West
Hillsboro Boulevard, Suite Two, Deerfield Beach, FL 33442, and Microsoft
Corp oration ("Microsoft"), with its principal business offices located at One
Microsoft Way, Redmond, WA 98052.
In consideration of the covenants and conditions hereinafter
_____________
Microsoft Corp – All payments of amounts owing to Microsoft will be made
at the following location or such other location designated by Microsoft
in writing: Microsoft Corp oration, P.O. Box 7247-7123, Philadelphia, PA
19170-7123.
b. Taxes. The fees, advances and other amounts owing to Microsoft pursuant
to
_____________
Microsoft Corp – with a copy to:
eDiets.com, 3467 West Hillsboro Boulevard, Suite Two, Deerfield Beach, FL
33442 attn: Legal Department.
f. Notices to Microsoft: Microsoft Corp oration, One Microsoft Way,
Redmond, WA 98052-6399, Attn: Program Contact (as designated in each
Schedule), with a copy to: Microsoft Law & Corporate
_____________
MICROSOFT CORP – be
deemed to survive such termination.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.
MICROSOFT CORP ORATION EDIETS.COM, Inc.
/s/ Gary Larkin /s/ Ronald Caporale
-------------------------------- ---------------------------------
By (Sign) By (Sign)
Gary Larkin Ronald Caporale
-------------------------------- ---------------------------------
Name (Print) Name (Print)
MSN
_____________
Microsoft Corp – INTERNET SERVICES ADVERTISING
This Schedule 1 is made pursuant to that certain Master Advertising Agreement
(the "Agreement") dated _____, 2001 by and between Microsoft Corp oration
("Microsoft") and eDiets.com ("Company") and confirms the terms pursuant to
which Company will purchase advertising placements on MSN.
1. AD PLACEMENTS:
_____________
dt 116520
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