{"id":42137,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/co-branding-agreement-snap-technologies-inc-and-united.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"co-branding-agreement-snap-technologies-inc-and-united","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/co-branding-agreement-snap-technologies-inc-and-united.html","title":{"rendered":"Co-Branding Agreement &#8211; Snap Technologies Inc. and United Airlines Inc."},"content":{"rendered":"<pre>\n\n                                                                 \nCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n                              CO-BRANDING AGREEMENT\n\n      This Co-Branding Agreement (this \"Agreement\"), dated as of June 8, 1999,\nis made by and between Snap Technologies, Inc. a California corporation having\nits principal place of business at 111 Townsend St., San Francisco, CA 94107\n(\"Snap\"), and, United Airlines, Inc., a Delaware corporation having its\nprincipal place of business at 1200 E. Algonquin Road, Elk Grove Township, IL\n60007 (\"Sponsor\").\n\n                                    RECITALS\n\n      A.    Snap provides access to applications and other information and\ncontent regarding selecting and applying to and attending colleges and graduate\nand professional degree programs to end users via the World Wide Web; and\n\n      B.    Sponsor wishes to obtain sponsorship placement on Snap's web site\nand access to certain information pertaining to Snap's end users.\n\n                                    AGREEMENT\n\n      NOW, THEREFORE, the parties agree as follows:\n\nSECTION 1.  DEFINITIONS\n\n      Wherever used in this Agreement with initial terms capitalized, the\nfollowing terms shall have the following defined meanings:\n\n      \"CO-BRANDED PAGES\" means pages of the Snap Web Site, to be developed\npursuant to Section 2.2 and hosted on the Snap Web Site, that display both the\nSnap Brand Features and the Sponsor Brand Features, along with such Sponsor\nContent, Snap Content and other content as the parties may agree upon.\n\n      \"CONFIDENTIAL INFORMATION\" means information of either party (whether of a\ntechnical, business or other nature) which the other party knows or reasonably\nshould know to be confidential or proprietary information of such party.\n\n      \"INTELLECTUAL PROPERTY RIGHTS\" means any patent, copyright, rights in\nTrademarks, trade secret rights, moral rights and other intellectual property or\nproprietary rights arising under the laws of any jurisdiction.\n\n      \"EXCLUSIVE CATEGORY\" means those product and\/or service categories\nidentified on Exhibit A.\n\n      \"SNAP BRAND FEATURES\" means the Snap Marks and Snap's distinct brand\nelements that appear from time to time in Snap's properties, ventures and\nservices worldwide and are protected under U.S. copyright law or for which Snap\nhas established trademark, service mark or trade dress rights and any\nmodifications to the foregoing that may be created during the term of this\nAgreement.\n\n\nCO-BRANDING AGREEMENT                                                     PAGE 1\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the\n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n      \"SNAP CONTENT\" means any information, materials or content developed by\nSnap for use on the Sponsor Web Site.\n\n      \"SNAP MARKS\" means those Trademarks of Snap set forth on Exhibit B hereto\nand such other Trademarks as Snap may from time to time notify Sponsor to be\n\"Snap Marks\" within the meaning of this Agreement.\n\n      \"SNAP WEB SITE\" means that Web Site, the primary home page for which is\nlocated at URL http:\/\/www.collegedge.com (and any successor or replacement\nthereof).\n\n      \"SPONSOR CONTENT\" means any information, materials or content supplied by\nor on behalf of Sponsor, whether directly or indirectly, for use on the\nCo-Branded Pages.\n\n      \"SPONSOR BRAND FEATURES\" means the Sponsor Marks and Sponsor's distinct\nbrand elements that appear from time to time in Sponsor's properties, ventures\nand services worldwide and are protected under U.S. copyright law or for which\nSponsor has established trademark, service mark or trade dress rights and any\nmodifications to the foregoing that may be created during the term of this\nAgreement.\n\n      \"SPONSOR MARKS\" means those Trademarks of Sponsor set forth on Exhibit B\nhereto and such other Trademarks (if any) as Sponsor may from time to time\nnotify Snap in writing to be \"Sponsor Marks\" within the meaning of this\nAgreement.\n\n      \"SPONSOR WEB SITE\" means that Web Site, the primary home page for which is\nlocated at URL http:\/\/www.ual.com and any successor or replacement thereof.\n\n      \"TERM\" means the term of this Agreement as provided in Section 4.1.\n\n      \"TRADEMARKS\" means any trademarks, service marks, trade dress, trade\nnames, corporate names, proprietary logos or indicia and other source or\nbusiness identifiers.\n\n      \"WEB SITE\" means, with respect to any person or entity, all points of\npresence and\/or services maintained by such person or entity on the Internet\n(including, without limitation, the World Wide Web) or on any successor public\ndata network. With respect to any Web Site maintained on the World Wide Web,\nsuch Web Site includes all HTML pages (or similar unit of information presented\nin any relevant data protocol) that either (a) are identified by the same\nsecond-level domain (such as .com) or by the same equivalent level identifier in\nany relevant address scheme, or (b) contain branding, graphics, navigation or\nother characteristics such that a user reasonably would conclude that the pages\nare part of an integrated information or service offering.\n\nSECTION 2.  CONTENT, CO-BRANDING AND LICENSES\n\n      2.1   CREATION OF CONTENT. Following the execution of this Agreement, Snap\nand Sponsor will work in good faith to develop the content specified in Exhibit\nC. All content to be included on the Co-Branded Pages shall be required to\ncomply with Snap's generally applicable content and technical guidelines.\n\n      2.2   CO-BRANDED PAGES. Following the execution of this Agreement, Snap\nand Sponsor will work in good faith to develop the Co-Branded Pages which may\ninclude all or part of the \n\n\nCO-BRANDING AGREEMENT                                                     PAGE 2\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the\n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\nSponsor Content and\/or the Snap Content. The Co-Branded Pages will have the\nspecifications set forth on Exhibit C. The Co-Branded Pages shall be required to\ncomply with Snap's generally applicable content and technical guidelines.\nSponsor will supply Sponsor Content and Sponsor Brand Features as agreed upon by\nthe parties for inclusion in the Co-Branded Pages. Following the development\nthereof, Snap shall use commercially reasonable efforts to post and maintain the\nCo-Branded Pages on the Snap Web Site. Snap may from time to time, in\nconsultation with Sponsor, update and modify the Co-Branded Pages but may not\nchange Sponsor content or Sponsor Brand Features, or do anything else with them,\nwithout Sponsor's prior written consent.\n\n      2.3   LICENSES.\n\n            2.3.1  Subject to Section 2.4, Sponsor hereby grants Snap a \nnon-exclusive, revocable nontransferable, royalty-free, worldwide license to: \n(a) use, reproduce, publish, perform and display the Sponsor Marks and \nSponsor Brand Features on the Co-Branded Pages; (b) link to the Sponsor Web \nSite from the Co-Branded Pages and\/or the Snap Web Site that contains the \nCo-Branded Pages and (c) use, reproduce, publish, perform, and display the \nSponsor Content in and on the Co-Branded Pages. All goodwill arising out of \nSnap's use of any of the Sponsor Marks shall inure solely to the benefit of \nSponsor.\n\n            2.3.2  Subject to Section 2.4, Snap hereby grants Sponsor a \nnon-exclusive, nontransferable, royalty-free, worldwide license to (a) use, \nreproduce, publish, perform and display the Snap Marks and Snap Brand \nFeatures on the Sponsor Web Site in connection with the logo link \ncontemplated by Section 2.l, and in connection with its promotional and \nmarketing activities contemplated by Section 2.5 and (b) use, reproduce, \npublish, perform and display the Snap Content on the Sponsor Web Site or \nother Sponsor properties as mutually agreed by the parties. All goodwill \narising out of Sponsor's use of any of the Snap's Marks shall inure solely to \nthe benefit of Snap.\n\n      2.4   APPROVAL OF TRADEMARK USAGE. Snap shall not use or exploit in any\nmanner any of the Sponsor Marks or Sponsor Brand Features, and Sponsor shall not\nuse or exploit in any manner any of the Snap Marks or Snap Brand Features,\nexcept in such manner and media as may be specified in the other party's\ntrademark usage and branding guidelines or as the other party may consent to in\nwriting. Either party may revise such guidelines or revoke or modify any such\nconsent upon written notice to the other party.\n\n      2.5   PROMOTION OF SNAP SERVICES. Commencing upon the date of this\nAgreement and thereafter throughout the Term Sponsor will use its commercially\nreasonable efforts (subject to the terms of this Agreement) to generally promote\nand market Snap and the Snap Web Site. In addition, Sponsor will perform those\nspecific promotional and marketing services specified on Exhibit D.\n\n      2.6   EXCLUSIVE SPONSORSHIP. During the Term, Snap will not grant any\nthird party any right to sponsor any products or services in the Exclusive\nCategory on or through the Snap Web Site. For the avoidance of doubt, the\nparties acknowledge that the foregoing restriction applies only to persistent\nsponsorship placement as judged by Sponsor at its discretion, and not to\nrun-of-site banner advertisements or other rotating promotional placements.\n\n      2.7   SNAP USER DATA. Snap will distribute marketing messages on behalf of\nSponsor to Snap's end users via electronic mail and other methods of\ncommunication as mutually agreed by the parties. Furthermore, Snap will make\navailable to Sponsor necessary end user data as reasonably \n\nCO-BRANDING AGREEMENT                                                     PAGE 3\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the \n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\nappropriate for marketing purposes, including, without limitation,\npre-populating end user data into online frequent flier account applications.\nSponsor acknowledges that all such end user data that is generated by Snap is\nvaluable proprietary information of Snap and Sponsor agrees that any use of such\nend user data will limited solely to use for purposes of delivering superior\ntravel values to Snap end users and for no other purpose. Furthermore, Sponsor\nacknowledges that any use of Snap end user data shall be limited to the extent\nallowed by and subject to Snap's agreement with such end users; provided,\nhowever, that Snap represents and warrants that such agreements with its end\nusers will not increase Sponsor's duties or decrease its rights, nor reduce\nSnaps obligation to Sponsor hereunder without Sponsor's prior written\npermission.\n\nSECTION 3.  COMPENSATION AND REPORTING\n\n      3.1   UP-FRONT PAYMENT. Upon execution of this Agreement, Sponsor will pay\nSnap the amounts set forth on Exhibit A as the \"Up-Front Fee\" in consideration\nof Snap's development and integration of travel-related content for use on the\nCo-Branded Pages and\/or the Sponsor Web Site.\n\n      3.2   QUARTERLY FEE PAYMENTS. Sponsor will pay Snap the quarterly fees as\nset forth below on Exhibit A hereto.\n\n      3.3   LAUNCH OF TRAVEL CO-BRANDED PAGES. After execution of this\nAgreement, the parties shall work together cooperatively to determine a mutually\nagreeable timeline for the launch of the Co-Branded Pages. If the parties\ndetermine that an adjustment to the timing of quarterly payments hereunder is\nappropriate, the parties may amend the quarterly payment schedule set forth on\nExhibit A hereto with a written amendment signed by both parties.\n\nSECTION 4.  TERM AND TERMINATION\n\n      4.1   TERM. The Term shall commence on the date of this Agreement and,\nunless earlier terminated or extended as provided below, shall end as of\nDecember 31, 2000.\n\n      4.2   TERMINATION. Either party may terminate the Term upon not less \nthan sixty (60) days prior written notice to the other party of any breach \nhereof by such other party. In addition, either party may terminate the Term \nimmediately upon written notice in the event that the other party shall fail \nto do business in the normal course or become subject to any bankruptcy, \nassignment for creditors, corporate dissolution or similar proceeding.\n\n      4.3   EFFECT OF TERMINATION. Upon termination or expiration of the Term\nfor any reason, all rights and obligations of the parties under this Agreement\nshall be extinguished, except that: (a) the rights and obligations of the\nparties under Sections 5, 6, 7 and 8 of this Agreement, along with all accrued\npayment obligations of Sponsor (i.e. the up-front payment referenced in Section\n3.1 and set forth in Exhibit A hereof), shall survive any termination or\nexpiration of the Term.\n\n      4.4   RIGHT OF FIRST REFUSAL. In the event of termination or expiration \nof this Agreement for other than a material breach of this Agreement by \nSponsor, upon notice from Sponsor delivered to Snap at least forty-five (45) \ndays prior to such expiration or termination, Snap shall negotiate in good \nfaith an agreement providing Sponsor with sponsorship rights similar to those \ndescribed herein on terms and conditions to be mutually agreed upon by the \nparties. In the event that an agreement \n\nCO-BRANDING AGREEMENT                                                     PAGE 4\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the \n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n\nbetween the parties is not executed within thirty (30) days following \ndelivery, of such notice to Snap, Snap shall be free thereafter to enter into \nan such an agreement with any third party.\n\nSECTION 5.  REPRESENTATIONS AND WARRANTIES; INDEMNITY\n\n      5.1   SNAP REPRESENTATIONS AND WARRANTIES. Snap represents and warrants to\nSponsor that:\n\n            (a)   it has full power and authority to enter into this Agreement;\n\n            (b)   the execution, delivery and performance by Snap of this\nAgreement will not violate any law, statute or other governmental regulation,\nand will not violate any other agreement or instrument to which Snap is a party;\nand\n\n            (c)   the use of the Snap Content will not violate or infringe any\nIntellectual Property Right or other right of any third party.\n\n      5.2   SPONSOR REPRESENTATIONS AND WARRANTIES. Sponsor represents and\nwarrants to Snap that:\n\n            (a)   it has full power and authority to enter into this Agreement;\n\n            (b)   neither the execution, delivery and performance by Sponsor of\nthis Agreement, nor the performance of ticketing services by Sponsor, in\nconnection with the Co-Branded Pages, will violate any law, statute or other\ngovernmental regulation or any other agreement or instrument to which Sponsor is\na party; and\n\n      (c)   the use of the Sponsor Content will not violate or infringe any\nIntellectual Property Right or other right of any third party.\n\nSECTION 6.  EXCLUSIONS; NO LIABILITY\n\n      6.1   WARRANTIES EXCLUDED. NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS\nOR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT\nOR THE TRANSACTIONS CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE\nFOREGOING: (A) SNAP MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE\nSNAP WEB SITE, SNAP BRAND FEATURES OR ANY OTHER ITEMS OR SERVICES PROVIDED BY\nSNAP, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF\nTRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF\nNON-INFRINGEMENT; (B) SPONSOR ACKNOWLEDGES THAT THE SNAP WEB SITE (INCLUDING ANY\nSERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY SNAP\nIN CONNECTION WITH THE SNAP WEB SITE) AND SNAP BRAND FEATURES ARE PROVIDED \"AS\nIS\" AND THAT SNAP MAKES NO WARRANTY THAT THE SNAP WEB SITE WILL BE FREE FROM\nBUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SNAP WEB SITE WILL BE\nUNINTERRUPTED; (C) SPONSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT\nTO THE SPONSOR WEB SITE, \n\n\nCO-BRANDING AGREEMENT                                                     PAGE 5\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the \n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\nSPONSOR BRAND FEATURES OR ANY OTHER ITEMS OR SERVICES PROVIDED BY SPONSOR,\nINCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE,\nCOURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF\nNON-INFRINGEMENT; AND (D) SNAP ACKNOWLEDGES THAT THE SPONSOR WEB SITE (INCLUDING\nANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY\nSPONSOR IN CONNECTION WITH THE SPONSOR WEB SITE) AND SPONSOR BRAND FEATURES ARE\nPROVIDED \"AS IS\" AND THAT SPONSOR MAKES NO WARRANTY THAT THE SPONSOR WEB SITE\nWILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SPONSOR\nWEB SITE WILL BE UNINTERRUPTED.\n\n      6.2   LIMITATION OF LIABILITY. NEITHER PARTY WILL HAVE ANY LIABILITY FOR,\nAND EACH PARTY HEREBY WAIVES AND DISCLAIMS, ANY AND ALL CLAIMS AND CAUSES OF\nACTION AGAINST THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT\nLIMITATION, NEGLIGENCE AND STRICT LIABILITY), WARRANTY OR OTHERWISE, RELATING TO\nANY INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IN EACH CASE, ARISING OUT OF\nOR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY BREACH HEREOF) OR ANY OF THE\nTRANSACTIONS CONTEMPLATED HEREBY.\n\nSECTION 7.  OWNERSHIP\n\n      7.1   SPONSOR. As between the parties, Sponsor retains all right, title\nand interest in and to the Sponsor Web Site, the Sponsor Content and the Sponsor\nMarks and other Sponsor Brand Features, along with all Intellectual Property\nRights associated with any of the foregoing.\n\n      7.2   SNAP. As between the parties, Snap retains all right, title and\ninterest in and to: (a) the Snap Content, Snap Web Site (including, without\nlimitation, any and all Snap Web Site content (other than the Sponsor Content),\nSponsor generated data, URLs, domain names, technology, hardware, software,\ncode, know-how, techniques, algorithms, processes, user interfaces, \"look and\nfeel\", Trademarks and any other items posted thereon or used in connection or\nassociated therewith) and the Snap Marks and other Snap Brand Features, along\nwith all Intellectual Property Rights associated with any of the foregoing.\n\n      7.3   OTHER TRADEMARKS. Snap shall not register or attempt to register any\nof the Sponsor Marks or any Trademarks which Sponsor reasonably deems to be\nconfusingly similar to any of the Sponsor Marks. Sponsor shall not register or\nattempt to register any of the Snap Marks or any Trademarks which Snap\nreasonably deems to be confusingly similar to any of the Snap Marks.\n\n      7.4   FURTHER ASSURANCES. Each party shall take, at the other party's\nexpense, such action (including, without limitation, execution of affidavits or\nother documents) as the other party may reasonably request to effect, perfect or\nconfirm such other party's ownership interests and other rights as set forth\nabove in this Section 7.\n\n\nCO-BRANDING AGREEMENT                                                     PAGE 6\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the\n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\nSECTION 8.  GENERAL PROVISIONS\n\n      8.1   CONFIDENTIALITY. During the Term, and for a period of five (5) years\nthereafter, the receiving party will not disclose to others or use for any\npurpose of its own, other than in performance of this Agreement, any\nConfidential Information of the other party. Each party shall take, at a\nminimum, measures consistent with those taken to protect its own similar types\nof Confidential Information (and in any event, at least reasonable measures) to\nprotect the other's Confidential Information against disclosures prohibited by\nthis Agreement. Each party acknowledges that its breach of the provisions of\nthis Section 8.1 will result in immediate and irreparable harm to the other and\nthat money damages alone would be inadequate to compensate such party.\nTherefore, in the event of a breach of this Section 8.1 by either party the\nother party may, in addition to other remedies, immediately obtain and enforce\ninjunctive relief prohibiting the breach or threatened breach or compelling\nspecific performance. Notwithstanding any other provision of this Agreement, the\nrestrictions set forth in this Section 8.1 shall not apply to any information\nthat: (i) is in or enters the public domain through no fault of the receiving\nparty; (ii) is disclosed to the receiving party by a third party legally\nentitled to make such disclosure; (iii) is independently developed by the\nreceiving party without reference to any Confidential Information of the other\nparty; or (iv) is required to be disclosed by applicable law, regulation or\norder of any governmental authority; provided, that in such event, the receiving\nparty shall provide the disclosing party with prior notice that is reasonable in\nthe circumstances of such disclosure and shall use reasonable efforts to\ncooperate with the disclosing party to minimize the extent and scope of such\ndisclosure.\n\n      8.2   INDEPENDENT CONTRACTORS. Sponsor and Snap are independent\ncontractors under this Agreement, and nothing herein shall be construed to\ncreate a partnership, joint venture, franchise or agency relationship between\nSponsor and Snap. Neither party has any authority to enter into agreements of\nany kind on behalf of the other party.\n\n      8.3   ASSIGNMENT. Neither party may assign this Agreement or any of its\nrights or delegate any of its duties under this Agreement without the prior\nwritten consent of the other party, not to be unreasonably withheld; except that\neither party may, without the other party's consent, assign this Agreement or\nany of its rights or delegate any of its duties under this Agreement: (a) to any\ncorporate affiliate of such party; or (b) to any purchaser of all or\nsubstantially all of such party's assets or to any successor by way of merger,\nconsolidation or similar transaction. Subject to the foregoing, this Agreement\nwill be binding upon, enforceable by, and inure to the benefit of the parties\nand their respective successors and assigns.\n\n      8.4   CHOICE OF LAW; FORUM SELECTION. This Agreement shall be governed by,\nand construed in accordance with, the laws of the State of California without\nreference to its choice of law rules. Sponsor hereby irrevocably consents to\npersonal jurisdiction and venue in the state and federal courts located in San\nFrancisco, California with respect to any actions, claims or proceedings arising\nout of or in connection with this Agreement.\n\n      8.5   NONWAIVER. No waiver of any breach of any provision of this\nAgreement shall constitute a waiver of any prior, concurrent or subsequent\nbreach of the same or any other provisions hereof, and no waiver shall be\neffective unless made in writing and signed by an authorized representative of\nthe waiving party.\n\n\nCO-BRANDING AGREEMENT                                                     PAGE 7\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the\n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n      8.6   FORCE MAJEURE. Neither party shall be deemed to be in default of or\nto have breached any provision of this Agreement as a result of any delay,\nfailure in performance or interruption of service, resulting directly or\nindirectly from acts of God, acts of civil or military authorities, civil\ndisturbances, wars, strikes or other labor disputes, fires, transportation\ncontingencies, interruptions in telecommunications or Internet services or\nnetwork provider services, other catastrophes or any other occurrences which are\nbeyond such party's reasonable control.\n\n      8.7   NOTICES. Any notice or other communication required or permitted to\nbe given hereunder shall be given in writing and delivered by first class U.S.\nmail, in person, or mailed via confirmed facsimile or e-mail, or delivered by\ncourier service, properly addressed and stamped with the required postage, to\nthe person signing this agreement on behalf of the applicable party at its\naddress specified above and shall be deemed effective upon receipt. Either party\nmay from time to time change the person to receive notices or its address by\ngiving the other party notice of the change in accordance with this section:\n\n      8.8   INTEGRATION. This Agreement contains the entire understanding of the\nparties hereto with respect to the transactions and matters contemplated hereby,\nsupersedes all previous agreements or negotiations between Snap and Sponsor\nconcerning the subject matter hereof, and cannot be amended except by a writing\nsigned by both parties. If any provision of this Agreement shall be adjudged by\nany court of competent jurisdiction to be unenforceable or invalid, that\nprovision shall be limited or eliminated to the minimum extent necessary so that\nthis Agreement shall otherwise remain in full force and effect and enforceable.\n\n      IN WITNESS WHEREOF, the parties have duly executed and delivered this\nAgreement as of the date set forth above.\n\nSNAP:                                  SPONSOR:\n\nSnap Technologies                      United Airlines, Inc.\n\n\nBy:  \/s\/ Howard Berman                 By:  \/s\/ [*]\n   ----------------------------------     --------------------------------------\nName:    Howard Berman                 Name:    [*]\n     --------------------------------       ------------------------------------\nTitle:   Chief Operating Officer       Title:   Director Electronic Distribution\n      -------------------------------        -----------------------------------\nDate:    June 8, 1999                  Date:    June 8, 1999\n     --------------------------------       ------------------------------------\n\n\nCO-BRANDING AGREEMENT                                                     PAGE 8\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the\n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n                                    EXHIBIT A\n\n                            PAYMENTS AND EXCLUSIVITY\n\n      1.    The Exclusive Category is \"PROVIDERS OF TRAVEL SERVICE\".\n\n      2.    The up-front payment called for by Section 3.1 will be [*].\n\n      3.    Sponsor shall pay the following non-accrued obligation quarterly\nfees on or prior to the following dates:\n\n                                                    \n            June 30, 1999                              [*]\n            September 30, 1999                         [*]\n            December 31, 1999                          [*]\n            March 31, 2000                             [*]\n            June 30, 2000                              [*]\n            September 30, 2000                         [*]\n            December 31, 2000                          [*]\n\n\n\nCO-BRANDING AGREEMENT                                                     PAGE 9\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the \n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n\n                                    EXHIBIT B\n\n                                   TRADEMARKS\n\n      The following Trademarks of Sponsor as well as additional Trademarks of\nSponsor added at a later date related to the development of the United Student\nTravel Center are \"Sponsor Marks\" as that term is used in this Agreement.\n\n      United Airlines logos (forthcoming)\n\n      CollegePlus logo (forthcoming)\n\n\n      The following Trademarks of Snap are \"Snap Marks\" as that term is used in\nthis Agreement:\n\n[LOGO]\n\n\nCO-BRANDING AGREEMENT                                                    PAGE 10\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the\n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n                                    EXHIBIT C\n\n                 SPECIFICATIONS OF CONTENT AND CO-BRANDED PAGES\n\n      SNAP CONTENT\n\n      The following content shall be developed by Snap (with input from Sponsor)\nand provided to Sponsor for inclusion on the Sponsor Web Site:\n\n-   Travel related content on the \"Going to School\" section of the Snap site\n    for students seeking to enter college, graduate school, professional\n    schools or ESL programs. This content shall include but not be limited to\n    informational articles on how to pack for travel, frequent flyer programs,\n    and travel tips, etc. Content ideas or articles may be provided by Sponsor\n    or by Snap. Snap will edit or write these articles as necessary to fit the\n    overall tone of the site.\n\n-   As other areas of the Snap site are developed that may pertain to travel,\n    Sponsor and Snap will look to develop travel related content in a similar\n    fashion as above.\n\n-   Snap agrees to include Sponsor specials and e-fare related information in\n    Snap's monthly newsletter to Snap's registered users. The input will be\n    provided by Sponsor but may be adjusted by Snap to fit the overall tone of\n    the newsletter. The Sponsor's input to the newsletter may include buttons\n    or links back to the Sponsor's booking engine or its E-Fares-Registered \n    Trademark- so that users may, for example, actually book tickets or sign-up\n    for weekly E-Fare-Registered Trademark- notifications.\n\n    SPONSOR CONTENT\n\n      The following content shall be developed by Sponsor (with input from Snap)\nand provided to Snap for inclusion on the Co-Branded Pages:\n\n-   The Sponsor shall develop a student travel site that will include a\n    booking engine and E-Fares-Registered Trademark- engine. Snap users may link\n    to this site through the Snap store or through any other relevant pages on \n    the Snap site. Users who connect from the Snap site will be linked to or \n    from the Co-branded or Snap pages by a logo link containing the Snap Brand\n    Features to be supplied by Snap which links back to the Snap web site. This\n    logo link will be placed in a mutually acceptable \"above the fold\" location\n    on the Sponsor site (based on a 640x450 pixels screen).\n\n-   Sponsor agrees that users who connect from the Snap site shall be at least\n    one click away from any page which mentions the CollegePlus or MileagePlus\n    First Card credit card.\n\n-   Sponsor will work with Snap to develop content ideas and articles for the\n    \"Going to School\" and other areas on the Snap site as outlined above.\n\n\n\nCO-BRANDING AGREEMENT                                                    PAGE 11\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the\n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n\n                                    EXHIBIT D\n\n                         SPONSOR PROMOTIONAL ACTIVITIES\n\n      Sponsor and Snap shall work together to create mutually acceptable content\nfor inclusion on the \"Going to School\" section of the Snap Web Site.\n\n      On each page of the Sponsor Web Site linked to or from the Co-Branded\nPages or containing any Snap Content, Sponsor shall include, in a mutually\nacceptable \"above-the-fold\" location (based on a 640x480 pixels screen), a logo\nlink containing the Snap Brand Features, to be supplied by Snap, which links\nback to the Snap Web Site.\n\n      Sponsor shall make available to Snap [*] of advertising placements\n(based on Sponsor's standard prices for the same or similar advertising) during\neach the calendar years 1999 and 2000 in marketing vehicles owned or controlled\nby Sponsor as reasonably requested by Snap for the purpose of marketing the\nCo-Branded Pages and the services provided on such pages. The parties\nacknowledge that Snap has elected to use HEMISPHERES magazine as the initial\nmarketing vehicle. Snap acknowledges that marketing pieces included in Sponsor's\nmarketing vehicles must be reasonably consistent with the overall message\ndelivered by such vehicle.\n\n      Sponsor shall develop a its new proprietary product category to be offered\nthrough the Co-Branded Pages that shall represent a college-oriented electronic\nfare based on Sponsor's E-Fare-Registered Trademark- product. It is the parties'\nexpectations that the investment required of Sponsor to deliver this new product\ncategory to the relationship described in this Agreement shall be \napproximately [*].\n\n      Sponsor shall make available to Snap [*] worth of travel on Sponsor's \nairline ([*] in calendar 1999 and [*] in calendar 2000) to be given away by \nSnap through a sweepstakes process as a promotional tool. Snap shall be free \nto elect to give away domestic or international travel in its sole election \nand will be credited [*] per domestic roundtrip ticket given away and [*] per \ninternational roundtrip ticket given away. In the event that the parties \nmutually determine that the sweepstakes form of promotion is a valuable \nmarketing tool, the parties may agree to make additional tickets available to \nbe given away.\n\n\nCO-BRANDING AGREEMENT                                                    PAGE 12\n                                                               SNAP CONFIDENTIAL\n\n* Portions of this exhibit have been omitted and filed separately with the \n  Commission pursuant to a request for confidential treatment under Rule 406.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9136],"corporate_contracts_industries":[9521],"corporate_contracts_types":[9613,9619],"class_list":["post-42137","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ual-corp","corporate_contracts_industries-transportation__air","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42137","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42137"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42137"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42137"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42137"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}