ANCHOR PROVIDER AGREEMENT
This agreement (the "Agreement") is made and entered into as of August
27, 1999
(the "Effective Date"), between Microsoft Corporation ("Microsoft"),
with
offices at One Microsoft Way, Redmond, WA 98052-6399, and Bolt.com (the
"Company"), with offices at 304 Hudson Street, New York, NY 10013.
Microsoft and
Company agree as follows:
SECTION 1. DEFINITIONS
"COMPANY LOGO" means the Company logo(s) and trademark(s)
provided to
Microsoft for use in connection with the Service.
"COPY" means a single email delivered to a specific Subscriber
consisting of a reproduction (in whole or in part) of, and/or hypertext
link to,
a specific version of the Newsletter.
"IPRs" means trade secrets, patents, copyrights, trademarks,
service
marks, trade names, know-how, moral rights, rights of publicity and
privacy, and
similar rights of any type under the laws of any governmental authority,
domestic or foreign, including all applications and registrations
relating to
any of the foregoing.
"NEWSLETTER" means the publication to be provided by Company to
Microsoft, Copies of which will be distributed to Subscribers via the
Service.
"REGISTRATION PAGES" means those web pages that are displayed to
users
of the U.S. English language Hotmail service in a manner to permit such
users to
register to receive the Copies and other third party content via the
Service.
"SERVICE" means the WebCourier Service whereby a person
registering or
registered for a U.S. English language Hotmail email account may also
register
to receive generic third party content via the Hotmail service.
"SUBSCRIBER" means a Hotmail account that has consented to
receiving the
Newsletter.
SECTION 2. MICROSOFT OBLIGATIONS
2.1 Service. Microsoft will provide Company with placement on
the first
page of the Registration Pages consisting of Company or Newsletter name
(at
Company's option) and a link to the Company Logo and a text description
of the
Newsletter. Company will be listed in the Teens/Young Adults category
(the
"Category"). Microsoft may modify the Registration Pages from time to
time,
provided that Company receives reasonably comparable placement on the
revised
pages as specified herein.
2.2 Providers. The Newsletters of not more than four (4) "Anchor
Providers" and one (1) "Premier Provider" may be referenced in the
Category
(with the "Premier Provider" receiving the most prominent placement in
the
Category). The "Anchor Providers" will be placed within the Category in
descending order based upon the level of compensation paid by each
"Anchor
Provider" to Microsoft to appear in such Category.
2.3 Distribution. Subject to paragraph 3.1, Microsoft will
deliver
Copies to Subscribers according to such schedules as mutually agreed
upon by
Company and Microsoft.
2.4 Promotional Banners. Microsoft will provide Company with a
monthly
credit of [ * ] promotional banners to be used in the Hotmail service.
Such
promotional credits will be specified for use in particular months, and
may not
be transferred to any other month or redeemed for cash. Unused
promotional
banner credits will expire at the end of the month specified for use.
Company
will create and deliver to Microsoft all promotional banners for review
at least
ten (10) days prior to the first run date for such banner as designated
by
Company. All promotional banners shall meet all specifications and
submission
requirements provided by Microsoft, and will contain a link to such
Hotmail URL
as Microsoft may designate.
2.5 Hotmail Promotion. Microsoft will use reasonable efforts to
promote
the Newsletter to new and current Hotmail users through Hotmail standard
promotional vehicles.
SECTION 3. COMPANY OBLIGATIONS
3.1 Delivery and Specifications. Company will make the
Newsletter
available to Microsoft at a specified URL and on a delivery schedule
agreed upon
by the parties in writing. The Company Logo, Newsletter text description
and the
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Newsletters are all subject to specifications and submission deadlines
(as
applicable) established by Microsoft and set forth in Appendix A, as the
same
may be modified from time to time by Microsoft upon notice. Company will
deliver
the Company Logo and Newsletter text description to Microsoft in the
manner
directed by Microsoft. Company acknowledges that time is of the essence
in
providing the foregoing to Microsoft, and the Company's failure to meet
the
foregoing timing requirements or any applicable specifications may delay
or
prevent delivery of Copies hereunder.
3.2 License. Company hereby grants Microsoft a world-wide,
non-exclusive, royalty-free license to:
(a) reproduce, promote, market, distribute, display,
transmit,
download, upload, edit, modify and otherwise use the Newsletter
as
reasonably anticipated to fulfill Microsoft's obligations under
this
Agreement; and
(b) reproduce, display, transmit and otherwise use the
Company
Logo and Newsletter text description in connection with (i)
providing
the Service and Newsletter to Subscribers, and (ii) marketing
and
promoting the Service and Newsletter.
3.3 MSN Ad Buy. Prior to September 30, 1999, Company will
purchase from
Microsoft an aggregate of [*] of advertising on Microsoft properties, at
an
average CPM rate of [*], to be displayed during the Term (the "Media
Buy").
Terms of Media Buy (including the location, number of ad requests, ad
types, and
dates), will be agreed upon by both parties in writing or by Microsoft
Insertion
Order. The Media Buy will be made pursuant to Microsoft's standard terms
and
conditions and must be completed during the Term. If Company fails to
complete
the Media Buy prior to termination or expiration of the Term, Company
will
immediately pay such amount to Microsoft all remaining unpaid amounts of
the
Media Buy.
3.4 Limitations. The Newsletter may not contain, promote,
market,
advertise, distribute, offer to distribute, link (either directly or, if
with
the knowledge of Company, indirectly) to or otherwise be related to
content
that:
(a) promotes, markets or advertises competing e-mail,
newsletter
and/or other communication products whether offered by Company
or a
third party (e.g., Lycos, Excite and other services designated
by
Microsoft);
(b) is inappropriate, obscene, defamatory, libelous,
slanderous,
profane, indecent or unlawful;
(c) infringes or misappropriates third party IPRs;
(d) 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;
(e) promotes or contains viruses, worms, corrupted files,
cracks
or other materials that are intended to or may damager or render
inoperable software, hardware or security measures of Microsoft,
Subscribers or any third party;
(f) facilitates or promotes gambling, or the sale or use
of
liquor, tobacco products or illicit drugs;
(g) facilitates, promotes or forwards illegal contests,
pyramid
schemes or chain letters; or
(h) otherwise restricts or inhibits any person's use or
enjoyment
of Hotmail or the Service.
Microsoft may, but is under no obligation to, review the Newsletter, and
may
refuse to host or make the Newsletter available to Subscribers in whole
or in
part if Microsoft determines that the Newsletter violates the foregoing
limitations or such other limitations as Microsoft may adopt from time
to time.
3.5 Subscriber Information. All information regarding
Subscribers
collected through the Service constitutes Confidential Information (as
that term
is used in Section 9) of Microsoft, and is subject to the
confidentiality
requirements of Section 9. Notwithstanding the foregoing, information
obtained
by Company directly from Subscribers will not constitute Confidential
Information of Microsoft and may be used by Company from time to time;
provided,
Company does not collect, use or disclose such information in any manner
that
identifies the subject as a Subscriber or Hotmail customer.
3.6 Changes to Newsletter. Company will provide Microsoft with
thirty
(30) days' prior written notice of any material change to the nature or
intended
audience of the Newsletter. Microsoft will have the option to terminate
this
Agreement with respect to each Newsletter for which such a change is
anticipated
or implemented upon written notice.
SECTION 4. CONSIDERATION
4.1 Advance. Company will prepay Microsoft an advance of the
fees set
forth in paragraph 4.2 in an amount equal to [*] (the "Advance"). The
Advance is
a non-refundable,
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guaranteed payment to Microsoft. The Advance will be rendered to
Microsoft in
four (4) equal installments on a quarterly basis (i.e., every three (3)
months
during the Term). The first payment hereunder is due when this Agreement
is
signed and returned to Microsoft. Microsoft will invoice Company for the
three
(3) remaining payments approximately thirty (30) days prior to the
beginning of
each subsequent quarter, and Company will pay such invoiced amounts on
or before
the first day of each such subsequent quarter. Notwithstanding the
foregoing,
upon termination or expiration of this Agreement, other than by Company
pursuant
to paragraph 5.2 or Microsoft pursuant to paragraph 5.3, Company will
immediately pay Microsoft any amounts of the Advance not yet paid.
4.2 Fee. Company will pay Microsoft the following fees as
consideration
for Microsoft distributing the Newsletter to Subscribers:
(a) for Newsletters scheduled to be distributed two (2)
to seven
(7) times per week, [ * ] per Copy distributed to a Subscriber;
and
(b) for Newsletters scheduled to be distributed one (1)
time per
week, [ * ] per Copy distributed to a Subscriber.
4.3 Distribution Adjustment. On a quarterly basis (including, at
the end
of the Term), Microsoft will compare the number of Copies actually
distributed
hereunder against the Advance paid for such quarter (or the Term). If
the fees
incurred pursuant to paragraph 4.2 for the number of Copies actually
distributed
during such quarter (or the Term) are greater than the portion of the
Advance
paid for such quarter (or the Term), Microsoft will invoice Company for
the
difference at the applicable rates noted in paragraph 4.2. If at the end
of the
Term the fees (including the Advance) received by Microsoft hereunder
exceed the
amount of the fees incurred by Company for distribution of Copies
hereunder,
Microsoft will refund the difference to Company; except that in no event
will
Microsoft be required to refund or otherwise return to Company any
portion of
the Advance.
4.4 Invoice and Payment. Within thirty (30) days after the date
of an
invoice, Company will pay Microsoft all amounts owing pursuant to such
invoice
in readily available funds. Amounts not paid when due under this
Agreement will
accrue interest at a rate of one and one-half percent (1.5%), compounded
on a
monthly basis. Microsoft reserves the right to immediately suspend
distribution
of the Newsletter if Company fails to make timely payment 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
PO Box 7247 - 7123
Philadelphia PA 19170-7123
4.5 Reports. Microsoft will provide Company with monthly reports
setting
forth the number of Subscribers receiving Copies and the total number of
Copies
delivered per month.
4.6 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.
4.7 Audits. Microsoft will maintain during the Term and for at
least
twelve (12) months thereafter all of its regular books of account
relating to
Copies distributed via the Service and amounts owing to Microsoft
hereunder. If
Company believes in good faith that Microsoft invoiced Company in excess
of
amounts actually owing pursuant to paragraph 4.2, Company will have the
right at
Company's sole expense to audit such books of account, subject to the
following:
(a) Company will provide Microsoft with at least thirty (30) days' prior
written
notice of such audits; (b) audits may occur only during Microsoft's
regular
business hours, and at the location where such books of account are
maintained
by Microsoft or such other location reasonably specified by Microsoft;
(c)
Company will cooperate with Microsoft in good faith to avoid and limit
any
disruption of such audits to Microsoft's business and operations; (d)
such audit
will be conducted by an independent accounting firm, acceptable to
Microsoft and
compensated by Company in a manner that is not affected by the outcome
of the
audit (e.g., no contingency fees); (e) the auditors provide Microsoft
with all
results and other communications to Company related to the audit at the
same
time such auditors provide such communications to Company; (f) audits
may not
occur more than once during the Term, may not exceed three (3)
consecutive days
and must be completed within twelve (12) months after the end of the
Term; (g)
the auditors provide their final conclusions of the audit to Company and
Microsoft simultaneously and within thirty (30) days after the last day
of the
audit. Any information disclosed to or otherwise learned by Company or
its
auditors in connection with an audit conducted pursuant to this
paragraph
constitutes Confidential Information (as the term is used in Section 9)
of
Microsoft and subject to the limitations on use set forth in paragraph
9.1.
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SECTION 5. TERM AND TERMINATION
5.1 Term. This Agreement will be in effect for a period of
twelve (12)
months commencing upon the Effective Date ("Term").
5.2 Termination. Either party may immediately terminate this
Agreement
upon written notice if the other party breaches the Agreement in any
material
respect, and the breach remains uncured for a period of ten (10) days
following
the breaching party's receipt of written notice of the breach from the
non-breaching party. If Company terminates the Agreement pursuant to
this
paragraph, Microsoft will refund to Company a pro rata portion of the
Advance,
less any fees owing by Company to Microsoft.
5.3 Microsoft Termination. Notwithstanding paragraph 5.1,
Microsoft may
terminate this Agreement upon thirty (30) days' prior written notice if
Microsoft ceases to offer the Service. In such a case, Microsoft will
return to
Company a pro rata portion of the Advance actually paid to Microsoft
(less any
additional fees incurred by Company hereunder), and at Company's option
will
refund to Company any amounts for advertising purchased by Company
pursuant to
paragraph 3.3, but not used as of the date of such termination. If fees
incurred
by Company hereunder exceed the amount of the pro rated Advance actually
paid by
to Microsoft as of the date of termination, Microsoft will invoice, and
Company
will promptly pay, any additional amounts owing hereunder.
5.4 Survival. This paragraph and Sections 4 (Consideration), 6
(Representations and Warranties), 7 (Indemnification), 8 (Limitation of
Liability), 9 (Confidentiality), and 10 (General) shall survive any
termination
of this Agreement, together with all obligations, rights and causes of
action
that may have accrued prior to termination, along with any other
provisions that
might reasonably be deemed to survive such termination.
SECTION 6. REPRESENTATIONS AND WARRANTIES
6.1 Company. Company represents and warrants that:
(a) Company has the full corporate rights, power and
authority to
enter into this Agreement and to perform the acts required of it
hereunder;
(b) Company's execution and performance of this Agreement
do not
and will not violate any agreement to which Company is a party
or by
which Company is otherwise bound, or any applicable law, rule or
regulation;
(c) the Newsletter does not and will not violate any
third party
IPRs or give rise to any obligation for the payment of any sums
to any
third party by Microsoft or Microsoft's successors in interest;
(d) the Newsletter (in whole or in part) does not and
will not
violate the limitations set forth in paragraph 3.4;
(e) it will not harvest or otherwise collect through the
Service
information about Subscribers, including e-mail addresses,
without
Subscribers' express consent;
(f) it will not link the Service or Hotmail to any
unsolicited
communication sent to any third party, or otherwise use or
mention the
Service or Hotmail in connection with any such unsolicited
communication; and
(g) it is a member in good standing of an industry
recognized
online privacy organization (e.g., the TRUST-E Program), and it
will
adhere to the information gathering, dissemination, privacy
protection
and other practices specified by such organization.
6.2 Microsoft: Microsoft represents and warrants to the Company
that has
the full corporate rights, power and authority to enter into this
Agreement and
to perform the acts required of it hereunder.
6.3 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
THE
SERVICE, NEWLETTER, HOTMAIL, AND ANY MATERIALS OR OTHER SERVICES
PROVIDED BY OR
ON BEHALF OF MICROSOFT PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS"
AND WITH
ALL DEFECTS. MICROSOFT HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES
AND
CONDITIONS, EXPRESS OR IMPLIED, OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, TITLE, NONINFRINGEMENT, COMPATIBILITY, SECURITY, AND
CONDITION
OR OPERATION OF THE FOREGOING. MICROSOFT DOES NOT WARRANT THE CONTINUED
OR
UNINTERRUPTED OPERATION OF THE INTERNET, SERVICE, OR HOTMAIL.
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SECTION 7. INDEMNIFICATION
7.1 Company. The Company will indemnify and hold harmless
Microsoft
against, and will defend or settle at the Company's expense, any and all
actions, claims, liabilities, losses, damages, costs, expenses,
judgments and
penalties, including but not limited to reasonable attorneys' fees, or
other
proceeding brought by third parties against Microsoft to the extent
based on a
claim that, if true would (a) result from any misrepresentation or
breach of
representation or warranty of the Company contained herein, or (b)
result from
any breach of any covenant or agreement to be performed by Company
hereunder.
7.2 Microsoft. Microsoft will indemnify and hold harmless the
Company
against, and will defend or settle at Microsoft's expense, any action
actions,
claims, liabilities, losses, damages, costs, expenses, judgments and
penalties,
including but not limited to reasonable attorneys' fees, or other
proceeding
brought by third parties against Company to the extent based on a claim
that, if
true would (a) result from any misrepresentation or breach of
representation or
warranty of Microsoft contained herein, or (b) result from any breach of
any
covenant or agreement to be performed by Microsoft hereunder.
7.3 Procedure. The party to be indemnified , defended and held
harmless
pursuant to paragraph 7.1 or 7.2 will: (a) provide the indemnifying
party with
prompt written notice of any such claim, (b) permit the indemnifying
party to
assume and control the defense of such action, and (c) not enter into
any
settlement or compromise of any such claim without the indemnifying
party's
prior written consent (not to be unreasonably withheld). The
indemnifying party
will pay any and all costs, damages, and expenses (including but not
limited to
reasonable attorneys' fees and costs) awarded against or incurred by the
indemnified party in any such action or proceeding attributable to any
such
claim. The indemnified party may also retain counsel at its own expense
in
connection with the defense or settlement of any such claim.
SECTION 8. LIMITATION OF LIABILITY
8.1 Limitation of Remedies. EXCEPT TO THE EXTENT ARISING
PURSUANT TO
SECTION 7 OR A BREACH OF SECTION 9, UNDER NO CIRCUMSTANCE SHALL EITHER
PARTY BE
LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR
EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF
SUCH DAMAGES), ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, SUCH
AS, BUT
NOT LIMITED TO, LOSS OF REVENUE, PROFITS, ACCOUNTS OR LOST BUSINESS, AND
WHETHER
ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE.
8.2 Limitation of Damages. EXCEPT TO THE EXTENT ARISING PURSUANT
TO
SECTION 7 OR A BREACH OF SECTION 9, UNDER NO CIRCUMSTANCE SHALL EITHER
PARTY BE
LIABLE TO THE OTHER PARTY FOR DAMAGES IN EXCESS OF AMOUNTS ACTUALLY PAID
AND
OWING TO MICROSOFT HEREUNDER.
SECTION 9. CONFIDENTIALITY
The parties acknowledge and agree that the Microsoft Non-Disclosure
Agreement
dated as of ________________ ("NDA") entered into by and between the
parties
applies to this Agreement as if fully set forth herein and that all of
the terms
of this Agreement (including but not limited to its existence) and all
discussions and negotiations related thereto are considered Confidential
Information (as that term is defined in the NDA) of Microsoft under the
NDA. If
Company has not executed a NDA, Company agrees to sign the NDA attached
hereto
as Exhibit B and return it to Microsoft with this Agreement. Upon
termination or
expiration of this Agreement, each party will destroy (or upon the other
party's
request return) any and all Confidential Information of the other party
in its
possession or control.
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SECTION 10. GENERAL.
10.1 Notices. All notices and requests in connection with this
Agreement
will be deemed given (a) when personally delivered, (b) when delivered
by
facsimile or telex, (c) the next business day following delivery to a
nationally
recognized courier service guarantying next-day delivery, or (d) five
(5)
business days after being placed in the United States mail, postage
prepaid,
certified or registered, return receipt requested, as follows:
Notices to Company: Notices to Microsoft:
- ------------------- ---------------------
Bolt.com Microsoft Corporation
304 Hudson Street One Microsoft Way
New York, NY 10013 Redmond, WA 98052-6399
Attn.: Justin Nesci Attn.: Chuck Frizelle
Telephone: (212) 620-5900 x250 Telephone: (425) 705-2179
Fax: (212) 620-4315 Fax: (425) 936-7329
Copy to:
Microsoft Law & Corporate
Affairs
One Microsoft Way
Redmond, WA 98052
Fax: (425) 936-7329
Attn.: Gregory Ritts
or to such other address as the party to receive the notice or request
so
designates by at least ten (10) days prior written notice to the other
party.
10.2 Independent Contractor. Company is an independent
contractor, and
nothing in this Agreement will be construed as creating an employer-
employee
relationship, partnership, or joint venture between the parties.
10.3 Governing Law. This Agreement will be governed by the laws
of the
State of Washington. Company hereby irrevocably consents to the personal
jurisdiction of, and exclusive venue for any legal proceeding commenced
by or on
behalf of Company in, the state and federal courts sitting King County,
Washington, USA. In any suit or action to enforce any right or remedy
under this
Agreement or to interpret any provision of this Agreement, the
prevailing party
will be entitled to recover its costs, including reasonable attorneys'
fees.
10.4 Assignment. Company may not assign, sub-license, transfer,
encumber
or otherwise dispose of this Agreement without Microsoft's prior written
approval. Any attempted assignment, sub-license, transfer, encumbrance
or other
disposal of this Agreement by Company without Microsoft's prior written
approval
will be void and will constitute a material default and breach of this
Agreement. Except as otherwise provided, this Agreement will be binding
upon and
inure to the benefit of the parties' successors and lawful assigns.
10.5 Headings. The section headings used in this Agreement are
intended
for convenience only and will not be deemed to affect in any manner the
meaning
or intent of this Agreement or any provision hereof.
10.6 Modification. This Agreement may not be modified except by
a
written agreement dated subsequent to the date of this Agreement and
signed on
behalf of Company and Microsoft by their respective duly authorized
representatives.
10.7 Waiver. No waiver of any breach of this Agreement will
constitute a
waiver of any prior, concurrent or subsequent breach of the same or any
other
provisions hereof, and no waiver will be effective unless made in
writing and
signed by the waiving party.
10.8 Severability. To the extent that any provision of this
Agreement
conflicts with governing law or any provision is held to be null, void
or
otherwise ineffective or invalid by a court of competent jurisdiction,
(a) such
provision will be deemed to be restated to reflect as nearly as possible
the
original intentions of the parties in accordance with applicable law,
and (b)
the remaining terms, provisions, covenants and restrictions of this
Agreement
will remain in full force and effect.
10.9 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together will constitute one agreement
10.10 Entire Agreement. Subject to Section 9, this Agreement
constitutes
the entire agreement between the parties with respect to the subject
matter
hereof and supersedes all prior and contemporaneous agreements or
communications
between the parties.
The parties have caused this Agreement to be executed by their duly
authorized
representatives as of the date written above.
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Microsoft Company
MICROSOFT CORPORATION BOLT.COM
One Microsoft Way 304 Hudson Street
Redmond, WA 98052-6399 New York, NY 10013
By /s/ Gordon E. Wood /s/ Frank M. Harrison
--------------------------
------------------------------------
(Sign) (Sign)
Gordon E. Wood
- -----------------------------
------------------------------------
Name (Print) Name (Print)
Director
- -----------------------------
------------------------------------
Title Title
9/9/99
- -----------------------------
------------------------------------
Date Date
------------------------------------
Company's Federal Employer
ID Number
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EXHIBIT A
SPECIFICATIONS
A. Specifications for Anchor Providers
a. Company logo: 100x 30, 1.5K file size, gif, non-
animated,
non-clickable
b. Newsletter description: 215 Latin characters(including
spaces)
that briefly describes the newsletter
c. Company name: 20 characters
d. Promotional banners
i. 468x60, 12K file size, gif or jpeg
ii. At Microsoft discretion, Company must include
Hotmail
and/or WebCourier logo, making it clear to the
user that
the banner is a co-branded banner.
iii. URL determined by Microsoft
iv. Banner must meet standard Microsoft guidelines
set forth
in Standard Terms and Conditions
B. Hosting Schedule
a. Company will make the newsletter content available to
Microsoft
according to a schedule agreed upon by Microsoft and
Company.
b. Company will run newsletter content through an HTML
validator
program to catch any errors before posting it for
pickup.
c. Company will provide Microsoft with the URL of the
newsletter
content for Microsoft pick-up.
d. Company may not alter the newsletter content more than
once each
day.
C. Delivery Schedule
a. Microsoft will distribute the Newsletter to Subscribers
according to the schedule agreed upon by Microsoft and
Company.
NEWSLETTER TECHNICAL REQUIREMENTS
1. Code must be syntactically correct, and resemble the following;
[HTML]
[BODY]
............
[/BODY]
[/HTML]
Note: Tables are good if you want the page to retain its
attributes,
but if any of the above tags are missing, it WILL NOT
work. Code
that is not clean will run into problems with WebCourier
automated content pickups and page display.
2. No Relative Links.
The following are examples of relative links
[a href="/hotmail/link.html"]
[img src="../../../../hotmail/img.gif"]
All links must have full headings similar to these:
[a href="http://www.hotmail.com/hotmail.html"]
[img src="http://www.hotmail.com/hotmail/img.gif"]
3. Use NO JavaScript/DHTML.
For security reasons, we do not allow JavaScript or DHTML.
4. We accept only the GET method instead of the POST method in Form
tags
(i.e., [FORM] tags should have "METHOD=GET".
Scripts receiving [FORM] input must accept the "GET" method.
5. Links may NOT open new browser windows.
6. Tags that are opened must be closed.
7. Suggestion: Code for a maximum resolution screen size of 800 x
600. For
best results across all platforms, use a minimum of 600 pixels.
8. Setting Background Colors:
If you wish to set a background color, then set it in a table
around
your HTML, rather than using body tags. DO NOT USE BODY TAGS. DO
NOT USE
GLOBAL STYLE TO SPECIFY COLORS. DO NOT SET A BODY BACKGROUND.
Use nested
styles within the table. Anything with body tags will be
stripped out or
ignored.
1
9
Example of what NOT to do:
[body bgcolor="#FFFFFF" text="#000000" link="#003366"
vlink="#003366"
alink="#003366"]
What you can do:
- create CSS classes specific to your content, or
- create all styles in-line
9. Variable Subject Lines: (You must inform the Program Manager to
turn ON
this feature.) Subject must be enclosed in the [title]...
[/title] tags
on same line. 46 character max, including spaces. SUBJECT LINE
MUST
BEGIN WITH YOUR NEWSLETTER NAME. (Ex. MSNBC: followed by
subject).
10. Content: maximum of 512 characters per line. If it's longer than
512
characters, people using email clients will not be able to
retrieve your
WebCourier newsletter.
SERVER RULES
11. Server Accessibility:
The server on which your HTML resides must be accessible via
telnet
client. We will retrieve the HTML by "telnet"ing into the site
and using
the GET command to retrieve the material.
telnet www.hotmail.com 80
Trying 207.82.250.251...
Connected to www.hotmail.com.
Escape character is '[CARAT]]'.
GET /hotmail/test.html HTTP/1.0
The server can reside on any port as long as it is not a secure
server.
SID's are supported.
12. No Password Protected Pages.
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EXHIBIT B
MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT
THIS AGREEMENT (the "Agreement") is made between MICROSOFT
CORPORATION, a
Washington corporation, and Bolt.com (the "Company") and entered into
this
______ day of ________________, 19_____.
In consideration of the mutual promises and covenants contained in
this
Agreement, the mutual disclosure of confidential information to each
other, the
parties hereto agree as follows:
1. Confidential Information and Confidential Materials
(a) "Confidential Information" means nonpublic information that
Disclosing
Party designates as being confidential or which, under the circumstances
surrounding disclosure ought to be treated as confidential.
"Confidential
Information" includes, without limitation, information relating to
released or
unreleased Disclosing Party software or hardware products, the marketing
or
promotion of any Disclosing Party product, Disclosing Party's business
policies
or practices, and information received from others that Disclosing Party
is
obligated to treat as confidential. Confidential Information disclosed
to
Receiving Party by any Disclosing Party Subsidiary and/or agents is
covered by
this Agreement.
(b) Confidential Information shall not include any information
that: (i) is
or subsequently becomes publicly available without Receiving Party's
breach of
any obligation owed Disclosing Party; (ii) became known to Receiving
Party prior
to Disclosing Party's disclosure of such information to Receiving Party;
(iii)
became known to Receiving Party from a source other than Disclosing
Party other
than by the breach of an obligation of confidentiality owed to
Disclosing Party;
or (iv) is independently developed by Receiving Party.
(c) "Confidential Materials" shall mean all tangible materials
containing
Confidential Information, including without limitation written or
printed
documents and computer disks or tapes, whether machine or user readable.
2. Restrictions
(a) Receiving Party shall not disclose any Confidential Information
to
third parties for five (5) years following the date of its disclosure by
Disclosing Party to Receiving Party, except to Receiving Party's
consultants as
provided below. However, Receiving Party may disclose Confidential
Information
in accordance with judicial or other governmental order, provided
Receiving
Party shall give Disclosing Party reasonable notice prior to such
disclosure and
shall comply with any applicable protective order or equivalent.
(b) Receiving Party shall take reasonable security precautions, at
least as
great as the precautions it takes to protect its own confidential
information,
to keep confidential the Confidential Information. Receiving Party may
disclose
Confidential Information or Confidential Material only to Receiving
Party's
employees or consultants on a need-to-know basis. Receiving Party will
have
executed or shall execute appropriate written agreements with its
employees and
consultants sufficient to enable it to comply with all the provisions of
this
Agreement.
(c) Confidential Information and Confidential Materials may be
disclosed,
reproduced, summarized or distributed only in pursuance of Receiving
Party's
business relationship with Disclosing Party, and only as otherwise
provided
hereunder. Receiving Party agrees to segregate all such Confidential
Materials
from the confidential materials of others in order to prevent
commingling.
(d) Receiving Party may not reverse engineer, decompile or
disassemble any
software disclosed to Receiving Party.
3. Rights and Remedies
(a) Receiving Party shall notify Disclosing Party immediately upon
discovery of any unauthorized use or disclosure of Confidential
Information
and/or Confidential Materials, or any other breach of this Agreement by
Receiving Party, and will cooperate with Disclosing Party in every
reasonable
way to help Disclosing Party regain possession of the Confidential
Information
and/or Confidential Materials and prevent its further unauthorized use.
(b) Receiving Party shall return all originals, copies,
reproductions and
summaries of Confidential Information or Confidential Materials at
Disclosing
Party's request, or at Disclosing Party's option, certify destruction of
the
same.
(c) Receiving Party acknowledges that monetary damages may not be a
sufficient remedy for unauthorized disclosure of Confidential
Information and
that Disclosing Party shall be entitled, without waiving any other
rights or
remedies, to such injunctive or equitable relief as may be deemed proper
by a
court of competent jurisdiction.
(d) Disclosing Party may visit Receiving Party's premises, with
reasonable
prior notice and during normal business hours, to review Receiving
Party's
compliance with the terms of this Agreement.
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4. Miscellaneous
(a) All Confidential Information and Confidential Materials are and
shall
remain the property of Disclosing Party. By disclosing information to
Receiving
Party, Disclosing Party does not grant any express or implied right to
Receiving
Party to or under Disclosing Party patents, copyrights, trademarks, or
trade
secret information.
(b) If either party provides pre-release software as Confidential
Information or Confidential Materials under this Agreement, such pre-
release
software is provided "as is" without warranty of any kind. Receiving
Party
agrees that neither Disclosing Party nor its suppliers shall be liable
for any
damages whatsoever relating to Receiving Party's use of such pre-release
software.
(c) All software provided to the U.S. Government pursuant to
solicitations
issued on or after December 1, 1995 is provided with the commercial
rights and
restrictions described elsewhere herein. All software provided to the
U.S.
Government pursuant to solicitations issued prior to December 1, 1995 is
provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14
(JUNE
1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
Manufacturer is
Microsoft Corporation/One Microsoft Way/Redmond, WA 98052-6399.
(d) Both parties agree that they do not intend nor will they,
directly or
indirectly, export or re-export (i) any Confidential Information or
Confidential
Materials, or (ii) any product (or any part thereof), process or service
that is
the direct product of the Confidential Information or Materials to (A)
any
country that is subject to U.S. export restrictions (currently
including, but
not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea, Libya,
the
Federal Republic of Yugoslavia (Serbia and Montenegro) and Sudan), or to
any
national of any such country, wherever located, who intends to transmit
or
transport the products back to such country; (B) to any end-user who
either
party knows or has reason to know will utilize them in the design,
development
or production of nuclear, chemical or biological weapons; or (C) to any
end-user
who has been prohibited from participating in U.S. export transactions
by any
federal agency of the U.S. government.
(e) The terms of confidentiality under this Agreement shall not be
construed to limit either party's right to independently develop or
acquire
products without use of the other party's Confidential Information.
Further,
either party shall be free to use for any purpose the residuals
resulting from
access to or work with such Confidential Information, provided that such
party
shall maintain the confidentiality of the Confidential Information as
provided
herein. The term "residuals" means information in non-tangible form,
which may
be retained by persons who have had access to the Confidential
Information,
including ideas, concepts, know-how or techniques contained therein.
Neither
party shall have any obligation to limit or restrict the assignment of
such
persons or to pay royalties for any work resulting from the use of
residuals.
However, the foregoing shall not be deemed to grant to either party a
license
under the other party's copyrights or patents.
(f) This Agreement constitutes the entire agreement between the
parties
with respect to the subject matter hereof. It shall not be modified
except by a
written agreement dated subsequent to the date of this Agreement and
signed by
both parties. None of the provisions of this Agreement shall be deemed
to have
been waived by any act or acquiescence on the part of Disclosing Party,
its
agents, or employees, but only by an instrument in writing signed by an
authorized officer of Disclosing Party. No waiver of any provision of
this
Agreement shall constitute a waiver of any other provision(s) or of the
same
provision on another occasion.
(g) If either party employs attorneys to enforce any rights arising
out of
or relating to this Agreement, the prevailing party shall be entitled to
recover
reasonable attorneys' fees. This Agreement shall be construed and
controlled by
the laws of the State of Washington, and both parties further consent to
jurisdiction by the state and federal courts sitting in the State of
Washington.
Process may be served on either party by U.S. Mail, postage prepaid,
certified
or registered, return receipt requested, or by such other method as is
authorized by the Washington Long Arm Statute.
(h) Subject to the limitations set forth in this Agreement, this
Agreement
will inure to the benefit of and be binding upon the parties, their
successors
and assigns.
(i) If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the
remaining
provisions shall remain in full force and effect.
(j) All obligations created by this Agreement shall survive change
or
termination of the parties' business relationship.
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5. Suggestions and Feedback
Either party may from time to time provide suggestions, comments or
other
feedback to the other party with respect to Confidential Information
provided
originally by the other party (hereinafter "Feedback"). Both parties
agree that
all Feedback is and shall be entirely voluntary and shall not, absent
separate
agreement, create any confidentiality obligation for the Receiving
Party.
However, the Receiving Party shall not disclose the source of any
feedback
without the providing party's consent. Feedback shall be clearly
designated as
such and, except as otherwise provided herein, each party shall be free
to
disclose and use such Feedback as it sees fit, entirely without
obligation of
any kind to the other party. The foregoing shall not, however, affect
either
party's obligations hereunder with respect to Confidential Information
of the
other party.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
Microsoft Company
MICROSOFT CORPORATION BOLT.COM
One Microsoft Way 304 Hudson Street
Redmond, WA 98052-6399 New York, NY 10013
By /s/ Gordon E. Wood /s/ Frank M. Harrison
------------------ ---------------------
(Sign) (Sign)
Gordon E. Wood Frank M. Harrison
- --------------------- ---------------------
Name (Print) Name (Print)
Director CFO
- --------------------- ---------------------
Title Title
9/9/99
- --------------------- ---------------------
Date Date
3
