{"id":42298,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/exclusive-sponsorship-agreement-amazon-com-inc-and-ivillage.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"exclusive-sponsorship-agreement-amazon-com-inc-and-ivillage","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/exclusive-sponsorship-agreement-amazon-com-inc-and-ivillage.html","title":{"rendered":"Exclusive Sponsorship Agreement – Amazon.com Inc. and iVillage Inc."},"content":{"rendered":"
\n* Confidential treatment has been requested for certain portions of this\n  exhibit. Omitted portions have been filed separately with the Commission.\n\n                         EXCLUSIVE SPONSORSHIP AGREEMENT\n\n         This Exclusive Sponsorship Agreement (\"Agreement\") is entered into as\nof February 28, 1998 (the \"Effective Date\") by and between Amazon.com, Inc., a\nDelaware corporation (\"Amazon.com\") with offices at 1516 Second Avenue, 4th\nFloor, Seattle, Washington 98 1 01 and iVillage, Inc., a Delaware corporation,\n(\"iVillage\") with offices at 170 Fifth Avenue, New York, New York 10010.\nAmazon.com and iVillage may be referred to generically as a \"Party\", or\ncollectively as \"Parties\".\n\n         WHEREAS, iVillage operates a site on the World Wide Web and America\nOnLine, which contains channels including but not limited to Parent Soup,\nParentsPlace, Better Health and Armchair Millionaire as well as career, fitness\n& beauty, food, relationships and work from home channels (collectively the\n\"Network\").\n\n         WHEREAS, Amazon.com seeks to drive Network users (\"Users\") to its World\nWide Web site (the \"Amazon.com Web site\"), to acquire repeat customers, to\nincrease book purchases focusing on lifestyle categories such as parenting,\nhealth, finance and career, and to reinforce the Amazon.com brand as the\n\"Earth's Biggest Bookstore\".\n\n         WHEREAS, iVillage and Amazon.com now desire to enter into this\nAgreement whereby Amazon.com shall be an exclusive sponsor and retailer\nthroughout the Network (the \"Program\") subject to the terms and conditions\nstated herein.\n\nSection 1.  Exclusivity\n\n         For the term of this Agreement and any subsequent renewal thereto,\niVillage agrees that Amazon.com shall be the exclusive book sponsor and\nretailer, with respect to entities whose primary business is that of a book\nretailer, throughout the Network and that no advertising, links, promotional\ninformation or marketing materials for or relating to any of the entities listed\nin Exhibit A hereto or any other individual, entity or web site which derives\nmore than ten percent (10%) of its annual gross revenue from the sales of books\nor magazines (whether in printed, audio, electronic or other format) or is\nprimarily functioning or primarily known as a seller of books or magazines,\nshall be placed or displayed on the Network. In addition, iVillage will not (a)\nsell, or permit any other person or entity to sell, any books or magazines on\nthe Network; or (b) use, or permit any other person or entity to use, all or any\npart of iVillage's customer information database to sell any books or magazines;\nprovided, that such books or magazines are available from Amazon.com. Nothing\nherein shall (a) prevent an author or subject matter expert from discussing or\npromoting the sale of a particular book or magazine on the Network, provided\nthat such author or expert does not recommend or promote the purchase of -such\nbook or magazine from a specific party other than Amazon.com; or (b) prevent any\nother sponsor from selling books or magazines on its own web site, provided that\nthe sale of such books or magazines is not promoted or referenced on the\nNetwork. In the event that iVillage produces or publishes any private label\nbooks, iVillage will offer Amazon.com the first right of refusal as to the\nability to sell such books before such opportunity is offered to any third\nparty. Amazon.com's sponsorship and exclusivity with regard to products other\nthan books or magazines shall be determined on a case by case basis, whereby\nAmazon.com shall provide \n\n\n\n\niVillage with written notice of any other products it seeks to include within\nthe scope of this Agreement, and iVillage shall have sole discretion as to\nwhether such other product(s) shall be included.\n\nSection 2.  Term and Termination\n\n        2.1 Term\n\n        The initial term of this Agreement (the \"Initial Term\") shall commence\non the Effective Date and shall continue for a period of twelve (12) months from\nthe date that all of the Promotional Placements and Opportunities described in\nSection 3 below are available on the Network (the \"Implementation Date\") unless\nterminated earlier or extended as provided herein. Promptly after the\nImplementation Date has occurred, the parties shall in good faith agree upon and\ndocument in writing such Implementation Date. Upon mutual agreement of the\nparties within no less than sixty (60) days prior to the expiration date of the\nInitial Term, the Agreement may be renewed for an additional twelve (12) month\nterm (the \"Renewal Term\"). The Parties agree to discuss, in good faith, prior to\nthe end of the Initial Term, the status of the relationship of the Parties and\nthe terms of the Agreement. Notwithstanding the foregoing, if the parties agree\nto renew the Agreement, the terms of the Agreement, including without limitation\nthe compensation terms stated in Section 7 below, shall remain in full force and\neffect without amendment. However, if prior to sixty (60) but no more than\nninety (90) days before the expiration of the Initial Term, iVillage receives a\nbona fide offer from a third party to become the exclusive book sponsor and\nretailer throughout the Network on financial terms more advantageous to iVillage\nthan those stated in Section 7 herein and provides Amazon.com with written\nnotice and a copy of such offer, Amazon.com must notify iVillage in writing\nwithin thirty (30) days of receiving such notice whether it is willing to amend\nthe Agreement to match the financial terms offered by such third party for the\nRenewal Term. If Amazon.com notifies iVillage that it is willing to renew the\nAgreement upon the amended financial terms, then those terms shall be applied to\nthe Renewal Term, notwithstanding anything in this Agreement to the contrary. If\nAmazon.com does not notify iVillage that it is willing to amend the financial\nterms of the Agreement for the Renewal Term within thirty (30) days of receiving\nsuch notice, then iVillage shall have fifteen (15) days thereafter to give\nAmazon.com written notice to terminate this Agreement at the end of the Initial\nTerm and may then enter into an Agreement with such third party on the amended\nterms offered to Amazon.com.\n\n        2.2 Termination\n\n        In the event of a material breach by either party of any term of this\nAgreement, the nonbreaching party may terminate this Agreement by written notice\nto the breaching party if the breaching party fails to cure such material breach\nwithin thirty (30) days of receipt of written notice thereof. Either party may\nterminate this Agreement effective upon written notice stating its intention to\nterminate in the event the other party (a) ceases to function as a going concern\nor to conduct operations in the normal course of business, or (b) has a petition\nfiled by or against it under any state or federal bankruptcy or insolvency law\nwhich petition has not been dismissed or set aside within sixty (60) days of its\nfiling.\n\n\n                                       2\n\n\n\n         2.3 Survival\n\n         Sections 9, 11, 12, 13, 15 and 16 hereof shall survive any termination\nof this Agreement.\n\nSection 3. Promotion\n\n         Throughout the term of this Agreement, and any extensions or renewals\nthereof, iVillage will provide links, advertisements and other promotional\nplacements and opportunities to promote Amazon.com and its sponsorship of the\nNetwork (collectively the \"Promotional Placements and Opportunities\") in a\nmanner to be agreed upon by the parties. The Promotional Placements and\nOpportunities provided by iVillage will at a minimum be no less prominent or\nfrequent than those provided to any other Network sponsor or advertiser. The\nparties will cooperate in good faith to develop and implement such Promotional\nPlacements and Opportunities and to maximize the effectiveness of all such\nPromotional Placements and Opportunities. The Promotional Placements and\nOpportunities as described herein shall be available on the Network no later\nthan May 31 and shall include, without limitation, the following promotions:\n\n         3.1 Book Club Sponsorship\n\n                  3.1.1 iVillage shall create and make available a Network-wide\n         Book Club (\"Book Club\") which shall be sponsored exclusively by\n         Amazon.com and accessible from the ivillage.com home page located at\n         the URL: http:\/\/www.ivillage.com. Members of the Network will be\n         invited to become Book Club Members (\"Book Club Members\") and those who\n         join the Book Club will be eligible for special promotional benefits\n         including but not limited to book-related gifts and discounts from\n         iVillage and Amazon.com. Book Club Members will also have the\n         opportunity to submit questions to featured book authors. Amazon.com\n         will cooperate with iVillage in the implementation of these and other\n         special promotional premiums in connection with the Book Club, but will\n         have no financial obligation to iVillage for such promotions. Subject\n         to availability and budget, the Parties agree to work together to\n         produce and promote co-branded premiums.\n\n                  3.1.2 iVillage, its editors and producers, shall select book\n         titles from the Ainazon.com library which shall be prominently featured\n         in the Book Club throughout the Network (\"Selected Titles\") and shall\n         provide a direct link to the Amazon.com Web Site for the purchase of\n         such Selected Titles. Selected Titles may be works of fiction or\n         non-fiction and it is anticipated that selection of Selected Titles may\n         also be made by Book Club Members. iVillage shall select and feature\n         those titles which concern subjects and\/or issues that appeal to the\n         Users and\/or which have been published within 3 months of the date the\n         title is featured and\/or would appear on the Network for the first time\n         anywhere online.\n\n                  3.1.3 In connection with Selected Titles, iVillage shall post\n         excerpts from featured authors and shall host message boards and chats\n         to be moderated by a Book Club leader and to be accessed by Book Club\n         Members.\n\n                  3.1.4 iVillage shall also include a \"Click here to buy from\n         Amazon.com\" icon to be placed throughout the Book Club areas of the\n         Network which shall link Users to the Amazon.com Web site.\n\n\n                                       3\n\n\n\n         3.2 Channel Book Lists\n\n         Throughout the channels of the Network, iVillage shall promote reading\nlists (\"Reading Lists\"), on a rotating basis, of topic-specific titles which are\nappropriate for those given subchannels of the Network channel on which the\nReading Lists are featured. The \"Click here to buy from Amazon.com\" icon will\nalso appear in connection with the Reading Lists.\n\n         3.3 Search Engine Integration\n\n         iVillage shall fully integrate the Amazon.com database of available\ntitles into an iVillage search database, resulting in identical queries being\ncarried to both the iVillage search database and that of Amazon.com. When a User\naccesses the iVillage search engine, a \"Click here to find Related Books\" icon\nwill appear as part of the search results, allowing a User to view a list of\nrelated titles for purchase. In addition, iVillage will reserve the key words\nlisted in Exhibit B exclusively for Amazon.com and will display an Amazon.com\nbanner (in addition to the Amazon.com \"Click here to find Related Books\" icon)\nwhenever one of these key words is used in a search query of the iVillage site.\n\n         3.4 Shopping\n\n         iVillage shall prominently feature Amazon.com, its products and\nservices, in its Shopping Channel, located at the URL\nhttp:Hwww.ivillage.com\/shopping.htmi. During the term of this Agreement,\nAmazon.com shall be listed in the Shopping Channel with a branded button which\nshall link Users directly to the Amazon.com Web site.\n\n         3.5 Newsletter\n\n         Amazon.com will have the opportunity to include a promotional message\nof its choosing, subject to iVillage's reasonable approval, in at least one\nemail newsletter per month (twelve (12) total newsletters per year) that\niVillage will send to its email subscribers.\n\n         3.6 Banner Advertising\n\n         During the term of this Agreement, iVillage agrees to provide\nadvertising banners that will run across the tops of the home pages of various\nchannels within the Network. The advertising banners will permit recipients to\nnavigate directly to a page on the Amazon.com Web Site selected by Amazon.com.\n\n         3.7 Right of First Presentation and Promotion\n\n         iVillage will present to Amazon.com an equal opportunity (prior to\npresenting the opportunity to any other sponsor or other third party) to\nparticipate in any new advertising, promotional or merchandising placement or\nactivity on any Network service or other service that is wholly or partially\nowned by iVillage and\/or any of its corporate parents or wholly or partially\nowned subsidiaries. Any such Amazon.com placements will come at no additional\nfixed costs to Amazon.com, but instead will earn referral fees in accordance\nwith the schedule specified in Section 7 of this Agreement.\n\n\n                                       4\n\n\n\n         iVillage will make a good faith effort to include Amazon.com whenever\nreasonably possible in its marketing campaigns (including without limitation any\nTV, radio, print, and online ads) and will work with Amazon.com to determine the\nmethod and content to be used in such marketing campaigns. iVillage will feature\nAmazon.com at least as prominently as any other sponsor in such marketing\ncampaigns. Possible methods include selection and use of Amazon.com screenshots\nand\/or logo where the iVillage bookclub and Amazon.com logo are visible,\nvoice-over mentions of iVillage bookclub in association with Amazon-com,\nvoice-over mentions of iVillage channel book lists in association with\nAmazon.com, or voice-over mentions of the Amazon.com \/ iVillage partnership when\ndiscussing iVillage features. Any such promotional placement featuring the\nAmazon.com brand will come at no additional cost to Amazon.com.\n\n         3.8 Amazon.com Policies\n\n         iVillage acknowledges that Users who purchase books through the Program\nwill be deemed to be customers of Amazon.com and subject to all Amazon.com\nrules, policies and operating procedures concerning customer orders, customer\nservice and books sales. Amazon.com may change its policies and operating\nprocedures at any time. In addition, Amazon.com will provide commercially\nreasonable efforts to present accurate information with respect to any given\nbook or Amazon.com program.\n\nSection 4. Impression Guarantees\n\n         4.1 In connection with each of the promotions listed below (as\ndescribed in further detail in Section 3 above), iVillage guarantees to provide\nat least the following number of Impressions (as defined below) to Amazon.com\nduring each of the Initial Term and the Renewal Term, if any (the \"Impression\nGuarantees\"):\n\n    ------------------------------------------ ---------------------------------\n               PROMOTION                              NO. OF IMPRESSIONS\n    ------------------------------------------ ---------------------------------\n    Book Club                                                [*]\n    ------------------------------------------ ---------------------------------\n    Search Engine Integration                                [*]\n    ------------------------------------------ ---------------------------------\n    Shopping                                                 [*]\n    ------------------------------------------ ---------------------------------\n    Banner Advertising                                       [*]\n    ------------------------------------------ ---------------------------------\n    Newsletter                                 \n                                                             [*]\n    ------------------------------------------ ---------------------------------\n\n\n         4.2 In the event that iVillage fails to meet the Impression Guarantees,\nthen iVillage shall be required to either, at Amazon.com's option: (a) continue\nto provide the Promotional Placements and Opportunities until the guaranteed\nnumber of Impressions have been met, in which case the applicable term of this\nAgreement shall be extended, at no additional cost to Amazon.com, until such\nguarantees are met; or (b) cooperate in good faith with Amazon.com to \n\n\n                                       5\n\n\n\n\n\ndevelop and implement such other advertising or promotional placements as are\nacceptable to Amazon.com to \"make good\" the shortfall. In addition, if iVillage\nfails to meet the Impression Guarantees, Amazon.com may at any time thereafter\nterminate this Agreement upon thirty (30) days written notice.\n\n         4.3 iVillage shall provide to Amazon.com on a quarterly basis, within\nthirty (30) days following the end of each calendar quarter, a written report\nsigned by an authorized representative of iVillage showing in reasonable detail\nthe number of Impressions delivered during such quarter. iVillage shall keep and\nretain, during the term of this Agreement and for a period of three years\nthereafter, books and records sufficient to demonstrate the number of\nImpressions delivered, and Amazon.com shall have the right to have such books\nand records examined by an independent third party acceptable to iVillage as are\nnecessary to verify the number of Impressions reported to Amazon.com. Amazon.com\nis entitled to conduct such an audit only during normal business hours and no\nmore frequently than once per calendar year. Amazon.com agrees to provide\niVillage with at least one (1) week advance notice of any audit. If the audit\nreveals that the number of Impressions was misreported by more that ten percent\n(10%), iVillage will pay for all costs reasonably incurred by Amazon.com in\nconnection with the audit. \n\n         4.4 As used herein, the term \"Impressions\" shall mean a User's viewing\nof a web page or equivalent containing one or more promotional hypertext links\nto the Amazon.com Web Site of the nature specified in the applicable portion of\nSection 3. \n\nSection 5. Legal Compliance\n\n         Both Parties shall operate their respective Web sites and services in\ncompliance with all applicable laws and regulations and each will be solely\nresponsible for obtaining all required governmental authorizations necessary for\nthe full performance of its services as provided for under this Agreement.\n\nSection 6. Maintenance\n\n         Each Party shall monitor and periodically test the general availability\nand operation of its Web site.\n\nSection 7. Compensation\n\n         7.1 Upfront Fees\n\n                  7.1.1 Amazon.com agrees to pay iVillage, upon the signing of\n         this Agreement, an upfront, nonrefundable, non-recoupable setup fee in\n         the amount of [*].\n\n                  7.1.2 In the event that this Agreement is renewed, Amazon.com\n         agrees to pay iVillage, within thirty (30) days after the commencement\n         of the Renewal Term, an upfront, nonrefundable, non-recoupable renewal\n         fee in the amount of [*]. \n\n\n                                       6\n\n\n\n\n\n         7.2 Referral Fees\n\n                  7.2.1 In addition to the above fee, Amazon.com shall pay to\n         iVillage, on a quarterly basis-and payable within thirty (30) days\n         after the end of each quarter, referral fees based upon a percentage of\n         the Sale Price of Qualifying Books actually purchased from Amazon.com\n         (the \"Referral Fees'). Amazon.com shall receive a credit for any\n         Referral Fees paid on Qualifying Books which are later returned. The\n         term \"Sale Price\" as used herein shall mean the sale price (i.e. the\n         price listed under the \"Our Price\" heading) for such book listed in the\n         Amazon.com catalog in effect at the time of order and does not include\n         costs for shipping, handling, gift-wrapping, and taxes. The term\n         \"Qualifying Books\" as used herein shall mean all in-print books listed\n         in Amazon.com's catalogue at the time of order that are purchased by\n         Users as a direct result of following a hypertext link from the Network\n         to the Amazon.com Web Site. Notwithstanding anything herein to the\n         contrary, sales of books listed in our catalog or in search results a.%\n         \"out of print\" or \"hard to find\" are not eligible for any Referral\n         Fees.\n\n                  7.2.2 iVillage will earn referral fees according to the\n         following fee schedule:\n\n                           (a)      [*]% of the Sales Price on sales of each\n                                    Individually Linked Book (as defined below)\n                                    that, on the date of order, is listed in the\n                                    Amazon.com catalog at [*]%-[*]% off the\n                                    publishers list price;\n\n                           (b)      [*]% of the Sales Price on sales of each\n                                    Individually Linked Book that, on the date\n                                    of order, is listed in the Amazon.com\n                                    catalog at the publisher's list price (such\n                                    as special order books);\n\n                           (c)      [*]% of the Sales Price on sales of\n                                    Individually Linked Book that, on the date\n                                    of order, is listed in the Amazon.com\n                                    catalog at more than [*]% off the publishers\n                                    list price;\n\n                           (d)      [*]% of the Sales Price on sales of \n                                    Qualifying Books other than Individually \n                                    Linked Books; and\n\n                           (e)      the Referral Fees for Individually Linked\n                                    Books as set forth in Sections 7.2.2 (a),\n                                    (b) and (c) shall be increased to [*]% of\n                                    the fees specified therein for any\n                                    Individually Linked Books shipped prior to\n                                    June 30, 1998. \n\nThe term \"Individually Linked Books\" as used herein shall mean books which are\nspecifically featured by title in a Promotional Placement or Opportunity on the\nNetwork (as described in Section 3 above) and purchased by Users as a direct\nresult of following a link on the Network to the Amazori.com Web Site that\nspecifically identifies the title of such book.\n\n         7.3 Referral Fee Guarantee\n\n                  7.3.1 Initial Term\n\n                  Notwithstanding the foregoing Section 7.2, if during the\n         course of the Initial Term of this Agreement iVillage earns less than\n         [*] in Referral \n\n\n                                       7\n\n\n\n\n\n         Fees (the \"Target Referral Fee Amount\"), Amazon.com shall include, in\n         the final quarterly Referral Fee payment for Referral Fees earned\n         during the Initial Term, that amount which causes iVillage's total\n         Referral Fees for the Initial Term to equal not less than the Target\n         Referral Fee Amount. Any amount earned by iVillage during the Initial\n         Term in excess of the Target Referral Fee Amount shall be due and owing\n         to iVillage in accordance with the above-mentioned quarterly payment\n         schedule.\n\n                  7.3.2 Renewal Term\n\n                  Notwithstanding the foregoing Section 7.2, if during the\n         course of the Renewal Term of this Agreement, iVillage earns less than\n         [*] in Referral Fees (the \"Renewal Target Referral Fee Amount\"),\n         Amazon.com shall include, in the final quarterly Referral Fee payment\n         for Referral Fees earned during the Renewal Term, that amount which\n         causes iVillage's total Referral Fee for the Renewal Term to equal not\n         less than the Renewal Target Referral Fee Amount. Any amount earned by\n         iVillage during the Renewal Term in excess of the Renewal Target\n         Referral Fee Amount shall be due and owing to iVillage in accordance\n         with the abovementioned quarterly payment schedule.\n\nSection 8. Reports and Audit\n\n         Amazon.com shall track sales from iVillage through a uniform resource\nlocator and shall provide iVillage with monthly reports in a form satisfactory\nto iVillage. iVillage shall have the right to have examined by an independent\ncertified public accounting fin-n acceptable to Amazon.com, such of Amazon.com's\nbooks and records as are necessary to verify the accuracy of payments made to\niVillage pursuant to this Agreement. iVillage is entitled to conduct such an\naudit only during normal business hours and no more frequently than once per\ncalendar year. iVillage agrees to provide Amazon.com with at least one week\nadvance notice of any audit. The audit will be limited to revenue generated\npursuant to this Agreement and the calculation of payments due to iVillage under\nthis Agreement. If the audit reveals that Amazon.com has paid iVillage less than\nthe sum to which iVillage is entitled, Amazon.com agrees to pay iVillage the\nadditional sums due. If such sums exceed [*] of the total monies paid to\niVillage under the Agreement, Amazon.com will pay for all costs reasonably\nincurred by iVillage in connection with the audit.\n\nSection 9. Representations and Warranties; Limitation of liability\n\n         9.1 Each party hereby represents and warrants that: (a) it is a\ncorporation duly organized and validly existing and in good standing under the\nlaws of the state of its incorporation, (b) it has full power and authority to\nenter into this Agreement and to perform its obligations hereunder; (c) it has\nobtained all permits, licenses, and other governmental authorizations and\napprovals required for its performance under this Agreement; and (d) the\nservices to be rendered by each party under this Agreement neither infringe nor\nviolate any patent, copyright, trade secret, trademark, or other proprietary\nright of any third party.\n\n         9.2 Amazon.com will remain solely responsible for the operation of the\nAmazon.com Site, and iVillage will remain solely responsible for the operation\nof the Network. Each Party (a) acknowledges that the Amazon.com Web Site and the\nNetwork may be subject to temporary\n\n\n                                       8\n\n\n\n\n\nshutdowns due to causes beyond the operating Party's reasonable control, and (b)\nsubject to the specific terms of this Agreement, retains sole right and control\nover the programming, content and conduct of transactions over its respective\nsite or service. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR\nWARRANTY REGARDING (A) THE AMOUNT OF SALES THAT AMAZON.COM MAY GENERATE DURING\nTHE TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT\nOBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. \n\n\n         9.3 NEITHER AMAZON.COM NOR iVILLAGE WILL BE LIABLE TO THE OTHER FOR ANY\nINDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT\nLIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. EACH\nPARTY'S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT (EXCEPT FOR LIABILITIES\nARISING UNDER SECTION 13 OR RESULTING FROM THE PARTY'S WILLFUL MISCONDUCT),\nWHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS TO BE PAID BY\nAMAZOIN.COM UNDER SECTION 7. \n\nSection 10. Fulfillment\n\n         Amazon.com shall be solely responsible for (a) fulfilling all orders\nfor its products and (b) calculating, collecting and paying all appropriate\ntaxes associated with payment processing. Amazon.com's products offered through\nthe Network will be supported by the same warranty and return policy for such\nproducts as offered through other Amazon.com channels.\n\n         Section 11. Intellectual Property Rights\n\n         11.1 Subject to the license granted to iVillage under Section 11.3,\nAmazon.com reserves all of its right, title and interest in its intellectual\nproperty rights (e.g., patents, copyrights, trade secrets, trademarks and other\nintellectual property rights). Subject to the license granted to Amazon.com\nunder Section 1 1.2, iVillage reserves all of its right, title and interest in\nits intellectual property rights.\n\n         11.2 Amazon.com hereby grants to iVillage, during the term of this\nAgreement and any extensions or renewals thereof, a non-exclusive,\nnon-transferable, royalty-free license to establish hyperlinks between the\nParty's Web Sites and to use Amazon.com's trade names, logos, trademarks and\nservice marks (the \"Amazon.com Marks\") on the Network as is reasonably necessary\nto establish and promote such hyperlinks and to otherwise perform its\nobligations under this Agreement; provided, however, that any promotional\nmaterials or usages containing any of the Amazon.com Marks will be subject to\nAmazon.com's prior written approval. \n\n         11.3 iVillage hereby grants to Amazon.com, during the term of this\nAgreement and any extensions or renewals thereof, a non-exclusive,\nnontransferable, royalty-free license to establish hyperlinks between the\nParty's Web Sites and to use iVillage's trade names, logos, trademarks and\nservice marks (the \"iVillage Marks\") as is reasonably necessary to establish and\npromote such hyperlinks and to otherwise perform its obligations under this\nAgreement;\n\n\n                                       9\n\n\n\nprovided, however, that any promotional materials or usages containing any of\nthe iVillage Marks will be subject to iVillage's prior written approval. \n\n         11.4 Neither Party will modify, alter or obfuscate the other Party's\nMarks or use the other Party's Marks in a manner that disparages the other Party\nor its products or services, or portrays the other Party or its products or\nservices in a false, competitively adverse or poor light. Each Party will comply\nwith the other Party's requests as to the form of use of the other Party's Marks\nand will avoid any action that diminishes the value of such Marks. Either\nParty's unauthorized use of the other's Marks is strictly prohibited. Upon\ntermination of this Agreement and upon written request, the Party in receipt of\nthe requesting Party's intellectual or proprietary property and\/or information\npursuant to this Agreement shall return such information to the requesting\nParty. \n\nSection 12. Confidentiality\n\n         Except as expressly set forth herein, iVillage and Amazon.com shall\nmaintain in confidence the terms of this Agreement. It is expected that pursuant\nto discussions to date and to this Agreement, the Parties may disclose to one\nanother certain information, as defined herein, which is considered by the\ndisclosing Party to be proprietary or confidential information (the\n\"Confidential Information\"). Confidential Information is defined as any\ninformation, communication or data, in any form, including, but not limited to\noral, written, graphic or electromagnetic forms, models or samples, which the\ndisclosing party identifies as confidential or which or is of such a nature that\nthe receiving party should reasonably understand that the disclosing party\ndesires to protect such information, communication or data against unrestricted\ndisclosure or use, including without limitation, business information, financial\ndata and marketing data. All Confidential Information shall remain the sole\nproperty of the disclosing party and its confidentiality shall be maintained and\nprotected by the receiving party with the same degree of care as the receiving\nparty uses for its own confidential and proprietary information. The receiving\nparty shall not use the Confidential Information of the other party except as\nnecessary to fulfill its obligations under this Agreement, nor shall it disclose\nsuch Confidential Information to any third party without the prior written\nconsent of the disclosing party. The restrictions on the use or disclosure of\nany Confidential Information shall not apply to any Confidential Information:\n(i) after it has become generally available to the public without breach of this\nAgreement by the receiving party; (ii) is rightfully in the receiving party's\npossession prior to disclosure to it by the disclosing party; (iii) is\nindependently developed by the receiving party; (iv) is rightfully received by\nthe receiving party from a third party without a duty of confidentiality; or (v)\nis disclosed under operation of law.\n\nSection 13. Indemnification\n\n         13.1 Amazon.com will defend and indemnify iVillage and its affiliates\n(and their respective employees, directors and representatives) against any\nclaim or action brought by a third party, to the extent relating to (a) the\noperation of the Amazon.com Web Site, (b) any breach of its obligations under\nthis Agreement, or (c) the violation of third-party intellectual property rights\nby any editorial content or other materials provided by Amazon.com for display\non the Network. Subject to iVillage's compliance with the procedures described\nin Section 13.3, Amazon.com will pay any award against iVillage or its\naffiliates (or their respective employees, \n\n\n                                       10\n\n\n\ndirectors or representatives) and any costs and attorneys' fees reasonably\nincurred by iVillage and its affiliates resulting from any such claim or action.\n\n         13.2 iVillage will defend and indemnify Amazon.com and its affiliates\n(and their respective employees, directors and representatives) against any\nclaim or action brought by a third party, to the extent relating to (a) the\noperation of the Network, (b) any breach of its obligations under this\nAgreement, or (c) the violation of third-party intellectual property rights by\nany materials provided by iVillage for display on the Amazon.com Web Site.\nSubject to Amazon.com's compliance with the procedures described in Section\n13.3, iVillage will pay any award against Amazon.com or its affiliates (or their\nrespective employees, directors or representatives) and any costs and attorneys'\nfees reasonably incurred by Amazon.com and its affiliates resulting from any\nsuch claim or action. \n\n\n         13.3 \" In connection with any claim or action described in this \nSection, the Party seeking indemnification (a) will give the indemnifying Party\nprompt written notice of the claim, (b) will cooperate with the indemnifying\nParty (at the indemnifying Party's expense) in connection with the defense and\nsettlement of the claim, and (c) will permit the indemnifying Party to control\nthe defense and settlement of the claim, provided that the indemnifying Party\nmay not settle the claim without the indemnified Party's prior written consent\n(which will not be unreasonably withheld). Further, the indemnified Party (at\nits cost) may participate in the defense and settlement of the claim.\n\nSection 14. Traffic Data\n\n         On a quarterly basis, iVillage will use its best efforts to provide\nAmazon.com with mutually agreed data concerning search and browsing behavior on\nthe Network, to the extent such behavior reasonably could relate to the online\npromotion or sale of books or other products that Amazon.com i-nay sell from\ntime to time. Amazon.com shall treat such data as Confidential Information and\nwill not use it iii except in accordance with reasonable guidelines to be agreed\nby the Parties. Notwithstanding anything contained in this Section, iVillage\nwill not be required to deliver to Amazon.com any user data in violation of its\nthen-existing policies regarding the protection of user information.\n\nSection 15. Dispute Resolution\n\n         15.1 In a] I discussions and activities relating to this Agreement,\nAmazon.com and iVillage will cooperate in good faith to accomplish the\nobjectives specified in this Agreement. If any dispute arises relating to either\nParty's rights or obligations under this Agreement, and the Parties are unable\nto resolve the dispute in the ordinary course of business, Amazon.com and\niVillage will use good-faith efforts to resolve the matter in accordance with\nthis Section 15.\n\n         15.2 Within five (5) business days following the written request of\neither Party (which will describe the nature of the dispute and other relevant\ninformation), the Parties' managers who are responsible for the\nAmazon.com\/iVillage relationship will meet to resolve the dispute at a mutually\nconvenient time and place. If the relationship managers are unable to resolve\nthe dispute within two (2) business days following their initial meeting, they\nwill refer the matter to the Parties' divisional executives who are responsible\nfor the administration of this Agreement, \n\n\n                                       11\n\n\n\nalong with a written statement (or statements) describing the nature of the\ndispute and other relevant information.\n\n\n         15.3 Within five (5) business days following the referral of the matter\nto the Parties' divisional executives, the divisional executives will meet to\nresolve the dispute at a mutually convenient time and place. Additional\nrepresentatives of the parties may be present at the meeting. If the divisional\nexecutives are unable to resolve the dispute within two (2) business days\nfollowing their initial meeting, they will refer the matter to the Parties'\nChief Executive Officers (or other appropriate corporate officer with the\nauthority to settle disputes), along with a written statement (or statements)\ndescribing the nature of the dispute and other relevant information. \n\n         15.4 Within five (5) business days following the referral of the matter\nto the Parties' CEOs, the CEOs will meet to resolve the dispute at a mutually\nconvenient time and place. Additional representatives of the parties may be\npresent at the meeting. If the CEOs are unable to resolve the dispute within two\n(2) business days following their initial meeting (or such later date as they\nmay agree), the Parties will be free to pursue whatever remedies may be\navailable at law or in equity. \n\n         15.5 All negotiations pursuant to this Section IS will be confidential\nand treated as compromise and settlement negotiations for purposes of applicable\nrules of evidence. Any resolution reached under this Section will be reduced to\nwriting and signed by the Parties. During any dispute resolution procedure\nconducted under this Section, the Parties will diligently perform all\nobligations hereunder that are not directly related to the dispute. \n\nSection 16. General Provisions\n\n         16.1 The Parties are entering this Agreement as independent\ncontractors, and this Agreement will not be construed to create a partnership,\njoint venture or employment relationship between them. Neither Party will\nrepresent itself to be an employee or agent of the other or enter into any\nagreement on the other's behalf of or in the other's name.\n\n         16.2 Following the execution of this Agreement, Amazon.com and iVillage\nwill prepare and distribute a joint press release (or coordinated press\nreleases) announcing the transaction. The contents and timing of the release (or\nreleases) will be mutually agreed by the Parties. Neither Party will issue any\nfurther press releases, make any other disclosures regarding this Agreement or\nits terms or use the other Party's trademarks, trade names or other proprietary\nmarks without the other Party's prior written consent. \n\n         16.3 In its performance of this Agreement, each Party will comply with\nall applicable laws, regulations, orders and other requirements, now or\nhereafter in effect, of governmental authorities having jurisdiction. Without\nlimiting the generality of the foregoing, each Party will pay, collect and remit\nsuch taxes as may be imposed with respect to any compensation, royalties or\ntransactions under this Agreement. Except as expressly provided herein, each\nParty will be responsible for all costs and expenses incurred by it in\nconnection with the negotiation, execution and performance of this Agreement.\n\n\n                                       12\n\n\n\n         16.4 Neither Amazon.com nor iVillage will be liable for, or will be\nconsidered to be in breach of or default under this Agreement on account of, any\ndelay or failure to perform as required by this Agreement as a result of any\ncauses or conditions that are beyond such Party's reasonable control and that\nsuch Party is unable to overcome through the exercise of commercially reasonable\ndiligence. If any force majeure event occurs, the affected Party will give\nprompt written notice to the other Party and will use commercially reasonable\nefforts to minimize the impact of the event.\n\n         16.5 Any notice or other communication under this Agreement given by\nany Party to any other Party will be in writing and will be deemed properly\ngiven when sent to the intended recipient by registered letter, receipted\ncommercial courier, or electronically receipted facsimile transmission\n(acknowledged in like manner by the intended recipient) at its address and to\nthe attention of the individual specified below its signature at the end of this\nAgreement. Any Party may from time to time change such address or individual by\ngiving the other Party notice of such change in accordance with this Section\n16.5. \n\n         16.6 Neither Amazon.com nor iVillage may assign this Agreement, in\nwhole or in part, without the other Party's prior written consent (which will\nnot be withheld unreasonably), except to (a) any corporation resulting from any\nmerger, consolidation or other reorganization involving the assigning Party, (b)\nany of its Affiliates, or (c) any individual or entity to which the assigning\nParty may transfer substantially all of its assets; provided that the assignee\nagrees in writing to be bound by all the terms and conditions of this Agreement.\nSubject to the foregoing, this Agreement will be binding on and enforceable by\nthe Parties and their respective successors and permitted assigns.\n\n         16.7 The failure of either party to enforce any provision of this\nAgreement will not constitute a waiver of the party's rights to subsequently\nenforce the provision. Any remedies specified in this Agreement are in addition\nto any other remedies that may be available at law or in equity. \n\n         16.8 This Agreement (a) represents the entire agreement between the\nparties with respect to the subject matter hereof and supersedes any previous or\ncontemporaneous oral or written agreements regarding such subject matter, (b)\nmay be amended or modified only by a written instrument signed by a duly\nauthorized agent of each party, and (c) will be interpreted, construed and\nenforced in all respects in accordance with the laws of the State of Washington,\nwithout reference to its choice of law rules. If any provision of this Agreement\nis held to be invalid, such invalidity will not effect the remaining provisions.\nThe parties agree that the venue for any disputes hereunder shall be King\nCounty, Washington, if such dispute is brought by iVillage, and in New York\nCity, Borough of Manhattan, New York, if such dispute is brought by Amazon.com..\n\n         16.9 If any provision of this Agreement shall be declared by any court\nof competent jurisdiction to be illegal, void or unenforceable, all other\nprovisions of this Agreement shall not be affected and shall remain in full\nforce and effect. \n\n\n                                       13\n\n\n\n\n         16.10 This Agreement may be executed in any number of counterparts,\neach of which shall be deemed to be an original and all of which together shall\nbe deemed to be one and the same instrument.\n\n\n         IN WITNESS WHEREOF, the Parties hereto have executed and delivered this\nAgreement as of the date first above written.\n\n\n\nAmazon.com, Inc.                                 iVillage, Inc.\n\nBy      [illegible]                              By    \/s\/ Steven Elkes\n  ------------------------------                   ---------------------------  \nIts     SVP                                      Its   VP Finance\/Legal\n  ------------------------------                   ---------------------------  \nDate    3\/28\/98                                   Date 3\/28\/98\n  ------------------------------                   ---------------------------  \n\n\n                                       14\n\n\n\n                                    EXHIBIT A\n\n                                   Competitors\n\nAs used in this Agreement, \"Competitors\" includes (without limitation) the\nfollowing entities:\n\nalt.bookstore\nBaker & Taylor\nBarnes & Noble (including B. Dalton) \nBibliofind \nBooksAmerica \nBooksNow \nBookpages\nBookport \nBookserve \nBooksamillion \nBookSearch \nBookSite \nBooksmith \nBook Stacks Unlimited \nBook Web \nBook Zone \nBorders (including Walden Books) \nCBooks \nComputer Literacy Bookshop \nCody's Books \nCrown Books \nIngram \nInterloc \nInternet Book Shop\nIntertain Internet Bookstore \nOnline BookStore \nPowell's Books \nSimon and Schuster\nTower Books \nWaterstone's \nWordsWorth Books\n\n\n\n\n\n                                    EXHIBIT B\n\n                                    Keywords\n\nAs used in this Agreement, \"Keywords\" includes (without limitation) the\nfollowing terms and phrases:\n\nBook\nBooks\nBookstore\nBookstores\nBookseller\nBooksellers\nAmazon\nAmazon.com\nAMZN\nBook Store\nBook Stores\n\n\n\n\nAugust 17, 1998\n\n\niVillage\nAttention: Sara Halpern\n170 5th Ave.\nNew York, NY 10010\n\nDear Sara,\n\nPer our discussion, Amazon.com and iVillage agree that July 1st, 1998 shall be\ndeemed the \"Implementation Date\" of the Amazon.com\/iVillage contract signed and\ndated March 28, 1998. The contract will run for 12 months from the\n\"Implementation Date\" unless terminated earlier or extended as provided in the\ncontract.\n\nPlease have this document signed and returned to us as soon as possible.\n\nThank you\n\nJulia King\n\niVillage and Amazon.com agree that July 1st, 1998 shall be the \"implementation\ndate\" of the contract signed and dated on March 28th, 1998.\n\n\/s\/ Sujay Jhaveri                               \/s\/ Shawn E. Haynes\n------------------------------                  ------------------------------\niVillage Representative                         Amazon.com Represenative\nSUJAY JHAVERI\nVP, Strategic Development & Sales Operations\n\n\n\n\n\nEX-10.12\n\n5\n\nPROMOTION AGREEMENT\n\n\n\n\n\n\n* Confidential treatment has been requested for certain portions of this\n  exhibit. Omitted portions have been filed separately with the Commission.\n\n                          SNAP PROMOTION AGREEMENT\n                          ------------------------\n                                 (iVillage)\n\nThis Promotion Agreement (the \"Agreement\") is dated as of November 6, 1998\nbetween Snap! LLC, with its principal place of business located at One Beach\nStreet, San Francisco, California 94111 (\"Snap\"), and iVillage, Inc., with\nits principal place of business located at 170 Fifth Avenue, New York, NY\n10010 (the \"Company\"). Pursuant to this Agreement, Snap will provide various\npromotions to the Company to assist the Company in promoting its network of\nInternet sites and related services. Accordingly, the parties hereby agree\nas follows:\n\n1.       Background.\n\n         1.1      The Company. The Company operates a network of Internet\n                  sites including but not limited to content pertaining to\n                  parenting, work and health, including the site located at\n                  http:\/\/www.ivillage.com.\n\n         1.2      Snap. Snap operates a search and aggregation \"portal\" site\n                  on the World Wide Web.\n\n2.       Definitions.\n\n         \"Above the Fold\" means that a particular item on a Web page is\n         viewable on a computer screen at an 800 x 600 pixels resolution\n         when the User first accesses such Web page, without scrolling down\n         to view more of the Web page.\n\n         \"Agreed Channels\" means all of the Targeted Impressions plus up to\n         five additional channels, as mutually agreed. Such additional\n         channels shall initially be Business & Money, Computing, Travel,\n         Education and Entertainment.\n\n         \"Company Marks\" means any trademarks, trade names, service marks\n         and logos that may be delivered by the Company to Snap expressly\n         for inclusion in the Promotions.\n\n         \"Company Sites\" means the Internet sites operated by the Company and \n         promoted on Snap through the Promotions, including the Internet sites \n         expressly referenced in Section 3, together with any mirror       \n         sites, co-branded sites and successors thereto.\n\n         \"Content Portal\" means an area on the front page of a Resource\n         Center that is designed to be programmed with content from a third\n         party content provider such as the Company.\n\n         \"Family Center\" means a Resource Center within Snap's Kids & Family\n         Channel that is focused on family issues and is linked to directly\n         from the front door of the Snap Site and from within the Kids & Family Channel.\n\n         \"Health Center\" means a Resource Center within Snap's Health\n         Channel, currently referred to as the \"Guide to Better Health,\"\n         that is focused on health issues and is linked to directly from the\n         front door of the Snap Site and from within the Health Channel.\n\n\n\n\n\n\n\n\n         \"Impression\" means the display of a Promotion for any Company Site\n         on any Snap Site in accordance with this Agreement.\n\n         \"Parenting Center\" means a Resource Center within Snap's Kids & Family Channel that is focused on parenting issues and is linked to\n         from within the Kids & Family Channel and from the parenting\n         section of Snap's Living Channel.\n\n         \"Products\" means any product or service sold on or through the\n         Company Sites.\n\n         \"Promotions\" means banners, buttons, text links, branded text,\n         Content Portals, links within email newsletters distributed by Snap\n         and other promotions displayed on any Snap Site, including the\n         specific types of promotions referenced in Section 3.\n                                                    ----------\n\n         \"Referral Users\" are any users that access the Company Site through a\n         Promotion. All Referral Users will be tagged and tracked by the Company\n         during the first and any subsequent visit to the Company Site via the\n         Snap Site for the purpose of revenue sharing as referenced in Section\n         5.3.\n\n         \"Resource Center\" means a collection of related Web pages, links,\n         portals and other resources on the Snap Site focused on a\n         particular subject matter.\n\n         \"Snap Box\" means a search box with Snap's full Internet search\n         functionality and containing icons for and links to the Snap Site.\n         Each Snap Box will take users directly to the Snap Site to view the\n         results of their search query.\n\n         \"Snap Results Page\" means a successful search results page on the\n         Snap Site that is served by Snap in response to a search inquiry\n         through a Snap Box on the Company Site.\n\n         \"Snap Marks\" means any trademarks, trade names, service marks and\n         logos delivered by Snap to the Company expressly for inclusion on a\n         Company Site.\n\n         \"Snap Site\" means the search and aggregation \"portal\" site operated by\n         Snap at http:\/\/www.snap.com, together with any co-branded editions of\n         such site that have been or may be developed for Snap's third party\n         distribution partners and licensees.\n\n         \"Targeted Impressions\" means (a) any Impressions within the Kids & Family, Health, Living, or Shopping Channels; (b) other Impressions\n         that appear in context within editorial content or tools provided\n         by the Company (for example, a \"calorie counter\" feature); (c)\n         Impressions within email newsletters distributed pursuant to\n         Section 3.4; (d) Impressions within My Snap!, as contemplated by\n         Section 3.5; and (e) Keyword banner Impressions delivered pursuant\n         to Section 3.6.\n\n         \"Term\" means the term of this Agreement, as set forth in Section 5.\n\n\n                                     2\n\n\n\n\n\n         \"User\" means a user of the Snap Site.\n\n3.       Promotions.\n\n         3.1      Promotions within the Health Channel.\n\n                  3.1.1    During the Term, the Company will have the\n                           exclusive right to program the Content Portal on\n                           the front page of the Health Center with health\n                           related content from its Better Health site or\n                           any successor Web site thereto (\"Better Health\"),\n                           as well as health related content from the\n                           ivillage.com Site, subject to the reasonable\n                           discretion of a Snap producer.\n\n                  3.1.2    Subject to the mutual agreement of the parties,\n                           to the extent Snap reasonably deems it to be\n                           appropriate editorially, Snap may include other\n                           Promotions for Better Health throughout the\n                           Health Center and may provide additional\n                           opportunities for the Company to provide content\n                           from the Better Health site for display within\n                           the Health Channel. \n\n                  3.1.3    Notwithstanding the foregoing or anything herein\n                           to the contrary, the parties mutually agree that\n                           the Company's content will appear in the Health\n                           Center 31 days after Snap gives notice to the\n                           content providers currently in such center, which\n                           notice will be given within 10 days following the\n                           execution of this Agreement. \n\n         3.2      Promotions within the Kids and Family Channel\n\n                  3.2.1    During the Term, the Company will have the\n                           exclusive right to program the Content Portals on\n                           the front pages of the Family Center and the\n                           Parenting Center with content from its Parent\n                           Soup site, subject to the reasonable discretion\n                           of a Snap producer.\n\n                  3.2.2    Subject to the mutual agreement of the parties,\n                           to the extent Snap reasonably deems it to be\n                           appropriate editorially, Snap may include other\n                           Promotions for Parent Soup throughout the Family\n                           Center and the Parenting Center and may provide\n                           additional opportunities for the Company to\n                           provide content from the Parent Soup site for\n                           display on the Snap Site. \n\n         3.3      Promotions for iBaby. Snap shall, subject to Snap's\n                  discretion include Promotions for the Company's iBaby site\n                  throughout the Kids and Family, Health, Living and\n                  Shopping Channels, and Snap may provide additional\n                  opportunities for the Company to provide content from the\n                  iBaby site for display on the Snap Site, including working\n                  with Snap to create a Baby Shop.\n\n         3.4      Newsletters. If Snap develops an area where Users can\n                  register for e-mail newsletters from third party content\n                  providers, Snap will provide the Company a reasonable\n                  opportunity to offer a newsletter to Users through such\n                  area. \n\n\n                                     3\n\n\n\n\n\n         3.5      Promotions for My Snap!. The Company's Better Health and\n                  Parent Soup content and links will be included as an\n                  initial default option for Snap's \"My Snap!\" personalized\n                  home page, meaning that initial default links for Better\n                  Health and Parent Soup will automatically appear on the My\n                  Snap! start page for each first time User. All Company\n                  content linked to from within My Snap! will be hosted in\n                  its entirety by Snap!. \n\n         3.6      Keyword Banners. The Company will receive [*]% of the\n                  banner advertisements served on search results pages that\n                  result from searches that include any of the 30 search\n                  terms identified in Exhibit A. \n                                      ---------\n\n         3.7      Best Labels. To the extent Snap deems it to be appropriate\n                  editorially, links to Company Sites included within Snap\n                  search results will include a \"Best\" editorial label. \n\n         3.8      Snap may provide standard Promotions throughout the Snap Site\n                  in an amount sufficient to meet the minimum impressions in\n                  Section  3.9. The Company may request any reasonable \n                  reallocation of the location and type of the Promotions \n                  subject to Snap's then-current inventory availability. Snap\n                  shall not charge the Company any extra fees for such requested\n                  reallocations of Promotions if they are equivalent in value to\n                  those that would otherwise be provided by Snap hereunder. \n\n         3.9      Minimum Impressions.\n\n                  3.9.1    During the first year of the Term, Snap will\n                           deliver a total of at least [*] Impressions. Snap\n                           will deliver [*] additional Impressions at no\n                           additional charge on a run-of-site basis.\n\n                  3.9.2    During the second year of the Term, Snap will\n                           deliver a total of at least [*] Impressions. Snap\n                           will deliver [*] additional Impressions at no\n                           additional charge on a run-of-site basis. \n\n                  3.9.3    In each year of the of the Term, at least [*]% of\n                           the minimum number of Impressions will be\n                           Targeted Impressions. Of the remaining minimum\n                           number of Impressions, at least half will be\n                           displayed within Agreed Channels. The remaining\n                           Impressions may be untargeted and may appear\n                           anywhere within the Snap Site (for example,\n                           run-of-site banner advertisements).\n                           Notwithstanding these minimum requirements, Snap\n                           will endeavor to deliver a larger percentage of\n                           Targeted Impressions during the Term, subject to\n                           Snap's discretion. \n\n                  3.9.4    If Snap does not deliver the required number of\n                           Impressions during any year of the Term, Snap\n                           will have an additional three months to deliver\n                           such Impressions (together with any other\n                           Impressions otherwise required during such three\n                           month period hereunder) on the Snap Site. Such\n                           Impressions delivered during this three month\n                           period shall be allocated to the appropriate\n                           category, (i.e. targeted or untargeted) to\n                           fulfill the impressions guarantee pursuant to\n                           Section 3.9.3. \n\n\n                                     4\n\n\n\n\n\n                  3.9.5    If Snap does not deliver the required number of\n                           Impressions during the additional three month\n                           period described in Section 3.9.4, Snap will have\n                           a second three month period to deliver such\n                           Impressions (together with any other Impressions\n                           otherwise required during such three month period\n                           hereunder) on the Snap Site or any other Internet\n                           site operated by CNET, Inc. or the National\n                           Broadcasting Company, Inc. or their affiliates,\n                           subject (in the case of sites other than the Snap\n                           Site) to the Company's prior consent, which shall\n                           not be unreasonably withheld, and provided that\n                           such substituted Impressions are substantially\n                           equivalent in value. \n\n4.       Exclusivity.\n\n         4.1      Content provided by On Health, Women.com and Oxygen\n                  (individually, a \"Competitor\") will not constitute, in the\n                  aggregate, more than [*]% of the total content provided on\n                  the front page of the Health Center; the aforementioned\n                  notwithstanding, each Competitor may provide not more than\n                  [*]% of the total content on that page. In addition Snap\n                  will agree not to receive any payment for such content.\n                  Promotions for On Health, Women.com and Oxygen will not\n                  constitute, in the aggregate, more than [*]% of the total\n                  number of Promotions displayed within the Health Center of\n                  Snap.\n\n         4.2      Content provided by Home Arts and Oxygen (individually, a\n                  \"Competitor\") will not constitute, in the aggregate, more\n                  than [*]% of the total content provided on the front page\n                  of the Family Center or the Parenting Center; the\n                  aforementioned notwithstanding, each Competitor may\n                  provide not more than [*% of the total content on that\n                  page. In addition Snap will agree not to receive any\n                  payment for such content. Promotions for Home Arts and\n                  Oxygen will not constitute, in the aggregate, more than\n                  [*]% of the total number of Promotions displayed on the\n                  front page of the Family Center or the Parenting Center.\n\n         4.3      For purposes of this Section 4, the percentage of content\n                  provided on a page will be measured based on the total\n                  area of the page on which such content appears. In the\n                  event that Snap plans to offer any Competitor an editorial\n                  or promotional opportunity, other than standard media buys\n                  that are up to three months, or aggregation and selection\n                  of content, provided such content is not paid for, in\n                  connection with the Health Center, Family Center or\n                  Parenting Center, Snap agrees to provide the Company with\n                  such opportunity first Notwithstanding the foregoing,\n                  Company shall, at all times during the Term of this\n                  Agreement, be the preferred provider of content and\n                  promotions throughout those areas of the Snap Site which\n                  are set forth herein, the Health Center, Family Center and\n                  Parenting Center. \n\n5.       Payments.\n\n         5.1      First Year. The Company will pay Snap a total of \n                  $[*] with respect to the first year of the Term, as\n                  follows:\n\n\n                                     5\n\n\n\n\n\n                  5.1.1    The Company will pay Snap a one time development\n                           fee of $[*] for content integration payable\n                           within five days after execution of this\n                           Agreement;\n\n                  5.1.2    The Company will pay Snap an annual slotting fee\n                           of $[*] for carriage of the Promotions within\n                           the Snap Site, payable in twelve equal monthly\n                           installments, within 30 days of each month; and\n                           \n                  5.1.3    The Company will pay Snap a partnership fee of\n                           $[*], payable in the following installments\n                           by the fifth day of each calendar month:\n\n                           5.1.3.1  $[*] per month during months 1-6\n                                    of the Term\n\n                           5.1.3.2  $[*] per month during months 7-12\n                                    of the Term\n\n         5.2      Second Year. The Company will pay Snap a total of \n                  $[*] with respect to the second year of the Term, as\n                  follows:\n\n                  5.2.1    The Company will pay Snap an annual slotting fee\n                           of $[*] for carriage of the Promotions within\n                           the Snap Site, payable in twelve equal monthly\n                           installments, within 30 days of each month; and\n\n                  5.2.2    The Company will pay Snap a partnership fee of \n                           $[*] payable in equal monthly\n                           installments of $[*] by the fifth day of\n                           each calendar month. \n\n         5.3      Revenue Sharing. The Company will pay to Snap an amount\n                  equal to [*]% of all gross margin earned by the Company\n                  from sales made through the Company's iBaby site to\n                  Referral Users. Such revenue sharing will be payable\n                  monthly, simultaneously with delivery of the monthly\n                  reports referenced in Section 8.2, which will support the\n                  Company's calculation of the required payment for the\n                  preceding month.\n\n         5.4      Required payments hereunder will be made by check or wire\n                  transfer of immediately available funds as reasonably\n                  directed by Snap. \n\n         5.5      Notwithstanding the foregoing: if Snap has not delivered:\n                  (i) [*] impressions on or before the date that is\n                  six months from this Agreement then Snap and the Company\n                  will meet in good faith within 30 days of that time to\n                  re-negotiate the agreement; if no agreement is reached\n                  after that time, the Company may terminate the agreement,\n                  or (ii) [*] impressions (based on the proportions\n                  described in section 3.9 including the additional\n                  impressions as referenced in section 3.9.1 and section\n                  3.9.2.), on or after the date that is twelve months from\n                  the date of this agreement the Company may terminate the\n                  agreement. \n\n         5.6      Snap Results Pages. Snap will pay the Company a standard\n                  monthly fee based on the daily average number of Snap\n                  Results Pages delivered to users. Such fee will be\n                  calculated as follows: (1) divide the total number of Snap\n                  Results Pages for the \n\n\n                                     6\n\n\n\n\n\n\n                  month by the number of days in the month, (2) divide the\n                  result by [*], (3) multiply the result by the appropriate\n                  Guaranteed Daily CPM as set forth below, and (4) multiply\n                  the result by the number of days in the month. For\n                  example, if the Company's Snap Box produces a total of\n                  [*] Snap Results Pages for June, the monthly fee for\n                  June will be calculated by the following formula: ((([*]\n                  \/ [*]) \/ [*]) * $[*]) = $[*] = $[*]. Thus, Snap will\n                  pay the Company $[*] for [*] Snap Results.\n\n                     Average Number of\n                     Daily Snap Results Pages          Guaranteed Daily CPM\n                     ------------------------          --------------------\n           \n                     [*]                              $[*]\n                     [*]                              $[*]\n                     [*]                              $[*]\n                     [*]                              $[*]\n                     [*]                              $[*]\n                     [*]                              $[*]\n\n6.       Design of the Promotions and Operation of the Company Site and Snap\n         Site\n\n         6.1      Snap and the Company will cooperate in good faith to\n                  create an \"implementation team,\" which will include an\n                  account manager designated by Snap and an appropriate\n                  representative of the Company, to oversee the creation and\n                  delivery of the Promotions contemplated by this Agreement.\n\n         6.2      The Company will design any graphics and other materials\n                  required for the Promotions and will supply digital copies\n                  of such materials to Snap. Such materials will be designed\n                  and delivered in accordance with Snap's technical and\n                  editorial guidelines as defined in Exhibit B, as may be\n                  changed from time to time and communicated by Snap to the\n                  Company. Snap will provide reasonable assistance to the\n                  Company in connection with the design and delivery of such\n                  materials. \n\n         6.3      On each page of a Company Site to which Users are linked\n                  from the Promotions, the Company will display a button or\n                  other graphical link to be provided by Snap, which links\n                  back to the default Snap Site. All such links on the\n                  Company Sites will be displayed Above the Fold. Snap\n                  agrees not to specifically target (separately from the\n                  general database of Snap Users) any Users who access the\n                  Snap Site through such links. \n\n         6.4      Both parties will be responsible for ensuring that each\n                  URL provided to the other party for use as set forth in\n                  this Agreement, takes the User to the appropriate area\n                  within the respective site and that each party's site\n                  functions with reasonable reliability and in a\n                  commercially reasonable manner throughout the Term. In\n                  particular, both parties agree that each party's\n                  respective site will comply with the following performance\n                  standards throughout the Term: \n\n\n                                      7\n\n\n\n\n\n\n\n                  6.4.1    Each party's site will be operational and fully\n                           functional in all material respects (i.e. capable\n                           of displaying information and conducting\n                           transactions as contemplated in the ordinary\n                           course of business) at least 97% of the time\n                           during any 30 day period.\n\n                  6.4.2    The average time required to start displaying the\n                           HTML on a page of a party's site after a link\n                           from the other party's shall not exceed a daily\n                           average of three seconds, and the average time\n                           required to deliver an entire page of a party's\n                           site over the open Internet shall not exceed a\n                           daily average of six seconds. For measurements\n                           required in this Paragraph, both parties may\n                           assume standard T1 connectivity to the Internet.\n                           \n                  6.4.3    Without limiting the effect of Paragraphs 6.4.1\n                           and 6.4.2 above, the Company shall provide to\n                           Users coming to the Company Sites from the\n                           Promotions at least the same level of service as\n                           is offered to Users coming directly to such\n                           Company Sites. \n\n                  6.4.4    The Company Sites e shall not, to the best of the\n                           Company's knowledge: (a) contain defamatory or\n                           libelous material or material which discloses\n                           private or personal matters concerning any\n                           person, without such person's consent; (b) permit\n                           to appear or be uploaded any messages, data,\n                           images or programs which are illegal, contain\n                           nudity or sexually explicit content or are, by\n                           law, obscene, profane or pornographic; or (c)\n                           permit to appear or be uploaded any messages,\n                           data, images or programs that would knowingly or\n                           intentionally (which includes imputed intent)\n                           violate the property rights of others, including\n                           unauthorized copyrighted text, images or\n                           programs, trade secrets or other confidential\n                           proprietary information, or trademarks or service\n                           marks used in an infringing fashion. \n\n                  6.4.5    If any of the performance standards set forth\n                           above are not met by either party with respect to\n                           that party's site, the other party may, after\n                           notifying the violating party, remove any or all\n                           links to such party's, at the non violating\n                           party's sole discretion. If a party's site fails\n                           to operate fully and functionally in any material\n                           respect for any period of four or more\n                           consecutive hours, even if otherwise in\n                           compliance with the performance standards, the\n                           other party may, after notifying the violating\n                           party, remove any or all links to such violating\n                           party's site, at the non-violating party's sole\n                           discretion, until such time as the violating\n                           party notifies the non-violating party that such\n                           site has resumed acceptable operation. These\n                           remedies are for each party's editorial purposes\n                           and in no way limit either party's ability to\n                           terminate this contract or pursue any other\n                           remedies hereunder in the event the performance\n                           standards set forth herein are not met. \n\n\n                                     8\n\n\n\n\n\n\n7.       Termination.\n\n         7.1      The term of this Agreement (the \"Term\") will begin on the\n                  date hereof and will end on the second anniversary of the\n                  date hereof, unless otherwise terminated or extended as\n                  provided in this Agreement.\n\n         7.2      If either party commits a material breach of its\n                  obligations hereunder that is not cured within 30 days\n                  after notice thereof from the non-breaching party, the\n                  non-breaching party may terminate this Agreement at any\n                  time by giving written notice of termination to the\n                  breaching party (or ten days in the event of non-payment).\n\n         7.3      The provisions of Sections 12, 13 and 14 and any payment\n                  obligations arising prior to termination will survive any\n                  termination of this Agreement. \n\n8.       Reporting.\n\n         8.1      Within 30 days after the end of each calendar month during\n                  the Term, Snap will provide to the Company standard\n                  advertising reports, as generally offered by Snap, with\n                  respect to the Promotions.\n\n         8.2      Within 30 days after the end of each calendar month during\n                  the Term, the Company will provide to Snap a report\n                  indicating (a) the number of Users who access any Company\n                  Site by clicking on a link embedded within a Promotion\n                  delivered by Snap hereunder, in the aggregate and for each\n                  Company Site, and (b) the total revenues and gross profit\n                  earned by the Company from sales made through the\n                  Company's iBaby site to such Users. The Company will\n                  obtain such data by tagging each User who accesses any\n                  Company Site through a Promotion using a cookie or other\n                  similar technology, as agreed upon by the parties. \n\n9.       User Data.\n\n         The Company will be the sole owner of any information that the\n         Company collects from Users through the Company Sites, and Snap\n         will be the sole owner of any information that Snap collects from\n         Users through the Snap Site. Notwithstanding the foregoing and\n         subject to the provisions of Section 14.8, each party will have the\n         unrestricted right and license to use any information provided by\n         the other party pursuant to Section 7.\n\n10.      Company Integration of Snap.\n\n         10.1     The Company will feature a Snap Box as a part of the front\n                  page of each of the Company Sites and throughout the\n                  Company Sites as appropriate, the design, size and\n                  positioning of which will be mutually agreed upon by Snap\n                  and the Company, provided that the Snap Box appear above\n                  the fold. Snap will pay the Company for Snap Results Pages\n                  as provided in Section 5.6, above.\n\n\n                                     9\n\n\n\n\n\n         10.2     The Snap Results Pages delivered to users as a result of a\n                  query from Company's Snap Box will be co-branded edition\n                  of the Snap Service located at www.snap.com. \n\n         10.3     On each page of a Snap Site to which Users are linked from\n                  the Company Site, Snap will display a mutually agreed upon\n                  button or other graphical link to be provided by the\n                  Company, which links back to the default Company Site. All\n                  such links on the Snap Site will be displayed Above the\n                  Fold. Company agrees not to specifically target\n                  (separately from the general database of Company Users)\n                  any Users who access the Company Site through such links.\n\n11.      Trademark Licenses.\n\n         11.1     The Company hereby grants to Snap a non-exclusive,\n                  royalty-free license, effective throughout the Term, to\n                  use, display and publish the Company Marks solely within\n                  the Promotions. Any use of the Company Marks by Snap must\n                  comply with any reasonable usage guidelines communicated\n                  by the Company to Snap from time to time. Nothing\n                  contained in this Agreement will give Snap any right,\n                  title or interest in or to the Company Marks or the\n                  goodwill associated therewith, except for the limited\n                  usage rights expressly provided above. Snap acknowledges\n                  and agrees that, as between the Company and Snap, the\n                  Company is the sole owner of all rights in and to the\n                  Company Marks.\n\n         11.2     Snap hereby grants to the Company a non-exclusive, royalty\n                  free license, effective throughout the Term, to use,\n                  display and publish the Snap Marks solely within the\n                  Company Sites as provided in Section 8 above. Any use of\n                  the Snap Marks by the Company must comply with any\n                  reasonable usage guidelines communicated to the Company by\n                  Snap from time to time. Nothing contained in this\n                  Agreement will give the Company any right, title or\n                  interest in or to the Snap Marks or the goodwill\n                  associated therewith, except for the limited usage rights\n                  expressly provided above. The Company acknowledges and\n                  agrees that, as between the Company and Snap, Snap is the\n                  sole owner of all rights in and to the Snap Marks. \n\n12.      Responsibility for the Products.\n\n         The Company acknowledges and agrees that, as between the Company\n         and Snap, the Company will be solely responsible for any claims or\n         other losses associated with or resulting from the marketing or\n         operation of the Company Sites or the offer or sale of any Products\n         by the Company or through the Company Sites. Snap is not authorized\n         to make, and agrees not to make, any representations or warranties\n         concerning the Company Sites or the Products, except to the extent\n         (if any) contained within Promotions delivered to Snap by the\n         Company or approved by the Company.\n\n13.      Mutual Indemnification.\n\n         13.1     Indemnification by Snap. Snap shall indemnify and hold the\n                  Company harmless from and against any costs, losses,\n                  liabilities and expenses, including all court \n\n\n                                     10\n\n\n\n\n\n                  costs, reasonable expenses and reasonable attorney's fees\n                  (collectively, \"Losses\") that the Company may suffer,\n                  incur or be subjected to by reason of any legal action,\n                  proceeding, arbitration or other claim by a third party,\n                  whether commenced or threatened, arising out of or as a\n                  result of any claims of infringement or misappropriation\n                  of intellectual property rights, or arising from the\n                  operation of Snap Site.\n\n         13.2     Indemnification by the Company. The Company shall\n                  indemnify and hold Snap harmless from and against any\n                  Losses that Snap may suffer, incur or be subjected to by\n                  reason of any legal action, proceeding, arbitration or\n                  other claim by a third party, whether commenced or\n                  threatened, arising out of or as a result of (a) the use\n                  of the Company Marks by Snap in accordance with this\n                  Agreement; (b) any content provided by the Company to Snap\n                  for display on the Snap Site; (c) the operation of the\n                  Company Sites; or (e) the offer or sale of any Products by\n                  the Company or through the Company Sites. \n\n         13.3     Indemnification Procedures. If any party entitled to\n                  indemnification under this Section (an \"Indemnified\n                  Party\") makes an indemnification request to the other, the\n                  Indemnified Party shall permit the other party (the\n                  \"Indemnifying Party\") to control the defense, disposition\n                  or settlement of the matter at its own expense; provided\n                  that the Indemnifying Party shall not, without the consent\n                  of the Indemnified Party enter into any settlement or\n                  agree to any disposition that imposes an obligation on the\n                  Indemnified Party that is not wholly discharged or\n                  dischargeable by the Indemnifying Party, or imposes any\n                  conditions or obligations on the Indemnified Party other\n                  than the payment of monies that are readily measurable for\n                  purposes of determining the monetary indemnification or\n                  reimbursement obligations of Indemnifying Party. The\n                  Indemnified Party shall notify Indemnifying Party promptly\n                  of any claim for which Indemnifying Party is responsible\n                  and shall cooperate with Indemnifying Party in every\n                  commercially reasonable way to facilitate defense of any\n                  such claim; provided that the Indemnified Party's failure\n                  to notify Indemnifying Party shall not diminish\n                  Indemnifying Party's obligations under this Section except\n                  to the extent that Indemnifying Party is materially\n                  prejudiced as a result of such failure. An Indemnified\n                  Party shall at all times have the option to participate in\n                  any matter or litigation through counsel of its own\n                  selection and at its own expense. \n\n14.      Miscellaneous.\n\n         14.1     Women's Channel. If, during the Tenn, Snap creates a\n                  Women's Channel or a Women's resource center, Snap will\n                  negotiate in good faith with the Company, for at least 15\n                  days before negotiating with any third party, concerning\n                  the terms on which the Company could provide content or\n                  receive branding within such channel or resource center.\n                  Should Snap and the Company agree on such terms then, as\n                  part of that agreement, (i) content provided by Women.com,\n                  Home Arts and Oxygen \n\n\n                                     11\n\n\n\n\n\n                  will not constitute, in the aggregate, more than 40% of\n                  the total content provided within the Women's Channel or\n                  Women's resource center, as the case may be; (ii) content\n                  provided by Women.com, Home Arts and Oxygen will not\n                  constitute individually more than 25% of the total content\n                  in the Women's Channel or Women's resource center, and\n                  (iii) promotions for Women.com, Home Arts and Oxygen will\n                  not constitute, in the aggregate, more than 50% of the\n                  total number of Promotions displayed within the Women's\n                  Channel or Women's resource center, provided that each\n                  company's promotions may not constitute more than 25% of\n                  the total Promotions displayed within the Women's Channel\n                  or Women's resource center; and (iv) the Company shall at\n                  all times during the term of the agreement be the\n                  preferred provider of content and promotions throughout\n                  such Women's Channel.\n\n         14.2     LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR\n                  ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES\n                  ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER\n                  CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING\n                  NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF\n                  THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EXCEPT FOR ANY\n                  CLAIM FOR INDEMNIFICATION ARISING UNDER SECTION 13 ABOVE,\n                  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN\n                  EXCESS OF THE TOTAL PAYMENTS REQUIRED TO BE MADE UNDER\n                  THIS AGREEMENT. \n\n         14.3     Assignment. Snap may not assign this Agreement, except (a)\n                  in connection with the transfer of substantially all of\n                  the business operations of Snap (whether by asset sale,\n                  stock sale, merger or otherwise); (b) to an affiliate of\n                  Snap; or (c) with the written permission of the Company,\n                  which will not be unreasonably withheld. The Company may\n                  not assign this Agreement, except with the written\n                  permission of Snap, which will not be unreasonably\n                  withheld or delayed. \n\n         14.4     Relationship of Parties. This Agreement will not be\n                  construed to create a joint venture, partnership or the\n                  relationship of principal and agent between the parties\n                  hereto, nor to impose upon either party any obligations\n                  for any losses, debts or other obligations incurred by the\n                  other party except as expressly set forth herein. \n\n         14.5     Entire Agreement. This Agreement constitutes and contains\n                  the entire agreement between the parties with respect to\n                  the subject matter hereof and supersedes any prior oral or\n                  written agreements. This Agreement may not be amended\n                  except in writing signed by both parties. Each party\n                  acknowledges and agrees that the other has not made any\n                  representations, warranties or agreements of any kind,\n                  except as expressly set forth herein. \n\n         14.6     Audit Rights. Each party will have the right to engage an\n                  independent third party to audit the books and records of\n                  the other party relevant to the quantification of the\n                  Promotions, not more than once per year during the term of\n                  this Agreement, and upon not less than thirty (15) days\n                  written notice and during normal business hours, and the\n                  other party will provide reasonable cooperation in\n                  connection with any such audit. The party requesting the\n                  audit will pay all expenses of the auditor \n\n\n                                     12\n\n\n\n\n\n                  unless the audit reveals an underpayment by the other\n                  party of more than 5%, in which case the other party will\n                  reimburse all reasonable expenses of the auditor. \n\n         14.7     Applicable Law. This Agreement will be construed in\n                  accordance with and governed by the laws of the State of\n                  California, without regard to principles of conflicts of\n                  law. \n\n         14.8     Confidentiality. In connection with the activities\n                  contemplated by this Agreement, each party may have access\n                  to confidential or proprietary technical or business\n                  information of the other party, including without\n                  limitation (a) proposals, ideas or research related to\n                  possible new products or services; (b) financial\n                  information; and (c) the material terms of the\n                  relationship between the parties (collectively,\n                  \"Confidential Information\"). Each party will take\n                  reasonable precautions to protect the confidentiality of\n                  the other party's Confidential Information, which\n                  precautions will be at least equivalent to those taken by\n                  such party to protect its own Confidential Information.\n                  Except as required by law or as necessary to perform under\n                  this Agreement, neither party will knowingly disclose the\n                  Confidential Information of the other party or use such\n                  Confidential Information for the benefit of any third\n                  party. Each party's obligations in this Section with\n                  respect to any portion of the other party's Confidential\n                  Information shall terminate when the party seeking to\n                  avoid its obligation under this Section can document that:\n                  (i) it was in the public domain at or subsequent to the\n                  time it was communicated to the receiving party\n                  (\"Recipient\") by the disclosing party (`Discloser\")\n                  through no fault of Recipient; (ii) it was rightfully in\n                  Recipient's possession free of any obligation of\n                  confidence at or subsequent to the time it was\n                  communicated to Recipient by Discloser; (iii) it was\n                  developed by employees or agents of Recipient\n                  independently of and without reference to any information\n                  communicated to Recipient by Discloser; (iv) it was\n                  communicated by the Discloser to an unaffiliated third\n                  party free of any obligation or confidence; or (v) the\n                  communication was in response to a valid order by a court\n                  or other governmental body, was otherwise required by law\n                  or was necessary to establish the rights of either party\n                  under this Agreement. \n\n         14.9     Press Release. Each party may issue a press release\n                  concerning the business relationship contemplated in this\n                  Agreement, provided that the other party has had a\n                  reasonable opportunity to review and comment on its press\n                  release, and agreed on the content of the release either\n                  verbally or in writing. In addition, each party will\n                  provide an appropriate quote from one of its senior\n                  executive officers for use in the other party's release.\n\n         14.10    Illustrations. All Illustrations attached to the Exhibits\n                  are for illustrative purposes only and shall not be deemed\n                  to bind, obligate or restrict either party from making\n                  reasonable changes in such party's discretion. \n\n         14.11    Attorney Fees. In any action or suit to enforce any right\n                  or remedy under this Agreement or to interpret any\n                  provision of this Agreement, the prevailing party shall be\n                  entitled to recover its costs, including reasonable\n                  attorneys' fees. \n\n\n                                     13\n\n\n\n\n\n         14.12    Dispute Resolution. In the event that any dispute arises\n                  hereunder, the parties agree that prior to commencing\n                  litigation, arbitration, or any other legal proceeding,\n                  each party shall send an officer of such party to\n                  negotiate a resolution of the dispute in good faith at a\n                  time and place as may be mutually agreed. Each officer\n                  shall have the power to bind its respective party in all\n                  material respects related to the dispute.\n\n\n                                     14\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by\ntheir duly authorized representatives as of the date first written above.\n\nSNAP, LLC                                  iVILLAGE, INC.\n\n\n\nBy:    \/s\/ Edmund Sanctis                  By:   \/s\/ Steve Elkes\n       ---------------------------               ------------------------------\n\n\nName:      Edmund Sanctis                  Name:     Steve Elkes \n       ---------------------------               ------------------------------\n\n\nTitle:     C.O.O.                          Title:   V.P. Business Affairs\n       ---------------------------               ------------------------------\n\n\n                                      15\n\n\n\n\n                                  Exhibit A\n\n                                  Keywords\n\nbabies\nbaby\nbaby products \nbaby store \nbabyname \nbabynames \nbirth \nbreast feeding \ncar seat\nexercise \nexpecting \nfitness \nhealth \nhealthcare \nhealthy \nmaternity \nmenopause\nmother \nname \nnames \nosteoporosis \nparenting \nparents \npregnant \npregnancy \npregnant\nprevention \nstroller\n\n\n                                      16\n\n\n\n\n                                  Exhibit B\n\n                Snap Editorial Guidelines for Partner Content\n                           (as of September 1998)\n\nEditorial Suggestions\n---------------------\n\nProvide content that is inherently informative or useful in itself, rather\nthan strictly a promotion for content on your site. Feel free to include as\nmany links to your site as you want, but they should be related to the\ncontent you are providing. An exception would be your logo link, which\nshould link to your site's main home page.\n\nEditorial Requirements\n----------------------\n\nAll content or other materials provided to Snap must adhere to Snap's\neditorial guidelines. These guidelines include, without limitation, a\nprohibition on direct links from the applicable site to pornographic or\nillegal material, and a prohibition on the advertising of firearms or\npornographic products or services from within Snap. Snap prohibits any\nobscene, indecent, or profane language. Snap requires that all content\nshould be factually correct.\n\nLinks in your content must only point to the site from which the content was\nharvested. Links must take the user directly to the content which they\ndescribe. For example, links must not lead users through advertisements on\nthe way to the content. No interstitial advertisements. No pop-up\nadvertisements.\n\nContent must be relevant to the Topic. It must also be relevant to the point\nand time. This does not mean that content must be updated at a particular\nrate. However, whatever content is live at any given time must be completely\nrelevant. The content must include your brand, either as text or a graphic.\nA logo graphic should contain the brand name and the ALT text for the\ngraphic must give the brand name.\n\nThe content linked to from your page must be free to Snap users, and initial\nregistration or subscription must not be required. However, you are free to\nuse content pages on your own site (not hosted by Snap) to up sell\nsubscription or registration-required content. (example: \"For more\nheadlines, click here to subscribe.\")\n\nAdvertisements within your content are not allowed. Your information must be\ncontent, not an advertisement for your site or brand or any other\nsite\/brand.\n\nGeneral Notes & Standards\n-------------------------\n\nSnap is willing to discuss modifications to the policies stated in these\ndocuments; however, all exceptions must be approved by the Snap Executive\nProducer. Snap may change these Content Page specifications and requirements\nat any time, with reasonable notice given to the Provider.\n\n                                      17\n\n<\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9613,9620],"class_list":["post-42298","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42298","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=42298"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42298"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42298"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42298"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}