{"id":42703,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/promotion-distribution-amp-license-agreement-at-amp-t-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"promotion-distribution-amp-license-agreement-at-amp-t-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/promotion-distribution-amp-license-agreement-at-amp-t-corp.html","title":{"rendered":"Promotion, Distribution & License Agreement – AT&T Corp. 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                   promotion, distribution & license agreement\n\n\npromotion distribution and license agreement (this \"agreement\"), dated october\n21, 1998 (\"effective date\") between:\n\nat&t corp., a new york corporation with an office at 295 n. maple avenue,\nbasking ridge, new jersey 07920, on behalf of itself and its affiliates\n(collectively, \"at&t\"); and\n\nivillage, inc., a delaware corporation with an office at 170 fifth avenue, new\nyork, ny 10010, on behalf of itself and its affiliates (collectively,\n\"ivillage\")\n\n                                    recitals\n\na. at&t is a provider of certain telecommunication services.\n\nb. ivillage owns and operates websites currently known as \"ivillage\"\n(www.ivillage.com), and all current and future domains thereof, including\nwithout limitation the parent soup, parents place, better health, money, work\nfrom home, shopping and career, and owns or operates certain other web sites on\nthe public internet, both within and outside the united states (collectively,\nthe \"ivillage sites\"), where it offers end users certain chat and search\nservices and other products and services.\n\nc. at&t and ivillage wish to work together (1) to promote and market certain\nat&t telecommunication services on the ivillage sites, and (2) to integrate,\ntest and promote on the ivillage sites certain at&t telecommunication services\nthat combine web-based services with both traditional and non-traditional (e.g.,\ninternet protocol) communication services.\n\nd. this agreement includes the following exhibits: exhibit a:\nbounties\/compensation; exhibit b: promotion plan: exhibit c: aic trial plan;\nexhibit d: editorial guidelines; exhibit e: definitions; exhibit f: key words.\n\n\n\nat&t corp.                                       ivillage, inc.\n\n\n\n\/s\/ d. h. schulman                               \/s\/ steven elkes\n---------------------------                      -------------------------------\nsignature                                        signature\n\n    d. h. schulman                                   steven elkes\n---------------------------                      -------------------------------\nprint name                                       print name\n\n    vice president                                   vice president\n---------------------------                      -------------------------------\ntitle                                            title\n\n    10\/21\/98                                         10\/22\/98\n---------------------------                      -------------------------------\ndate                                             date\n\n\n                                       1\n\n\n\n\n1.       promotion of at&t services: aic trial plan\n\n         1.1 promoted at&t services. ivillage shall promote and market the at&t\nservices listed on exhibit a (\"promoted at&t services\") on the ivillage sites\nduring the term in accordance with the placement commitments, guaranteed\nimpression levels and other terms of the promotion plan attached as exhibit b.\nthe list of promoted at&t services shall be amended from time to time by the\nparties in accordance with section 1.8. any reference to a specific url or web\nsite in this agreement shall be deemed to include any successor url or web site\nat which the same or substantially similar content, products or services are\noffered on the public internet.\n\n         1.2 co-branded communications center. ivillage shall, at its expense,\ndevelop and make available on the ivillage sites in accordance with the\npromotion plan one or more pages that will reside on its servers and contain\noffers for promoted at&t services as well as certain other functionality and\nfeatures to be mutually determined (the \"co-branded communications center\"). the\nco-branded communications center will link directly to at&t's servers for online\nsign-up by users. ivillage shall be responsible for the design of the co-branded\ncommunications center, subject to at&t's reasonable design specifications and\nfinal approval by at&t. ivillage shall provide at&t with mock-ups of the\nco-branded communication center on a password protected web site for at&t's\nfinal review and approval at least ten (10) days prior to the deployment date.\nwithout at&t's prior consent, there shall be no advertisements, promotions or\nother offers for any products or services on or through the co-branded\ncommunication center, other than for at&t's products and services.\n\n         1.3 co-branded anywho. ivillage shall, at its expense, develop and make\navailable on the ivillage sites in accordance with promotion plan, a co-branded\ninterface page (i.e., initial navigation page and query forms) for at&t's anywho\ndirectory, which page will reside on ivillage's servers (the \"co-branded\nanywho\"), ivillage shall provide at&t with design guidelines, graphics and other\ncreative so that at&t can develop mock-ups of the \"search results\" page of the\nco-branded anywho for each of the ivillage sites. ivillage and at&t shall\nmutually agree on the final design of the co-branded anywho. ivillage shall\nprovide at&t with a mock-up of the interface page of the co-branded anywho on a\npassword protected web site for at&t's review at least fourteen (14) days prior\nto the agreed upon deployment date for the co-branded anywho. ivillage is solely\nresponsible for serving ads on the co-branded anywho and revenues from such ads\nshall be split between the parties in accordance with section 3.5. at&t shall\nhave the right, on a monthly basis, to use up to [*] of all unsold inventory in\nthe co-branded anywho for promotions of at&t products and services (but may not\nresell such inventory to third parties). ivillage will manage and keep at&t\ninformed of all unsold inventory on the co-branded anywho to ensure that at&t is\nable to fill such unsold inventory on a monthly basis. ivillage will place\nat&t's in-house ads for any such unsold inventory within 2 days of its receipt\nof the creative for such ads from at&t.\n\n         1.4 at&t worldnet promotions. (a) ivillage will promote, on the\nivillage sites, the at&t worldnet service, which shall be marketed and promoted\nexclusively as \"ivillage online powered by at&t worldnet service\", or some other\nbranding mutually agreed to by the parties (\"ivillage online\").\n\n\n                                       2\n\n\n\n\n\n         (b) at&t will create a gold master of the consumer version of its\nstandard at&t worldnet software that will default to a co-branded ivillage site\nor the standard at&t worldnet home page, as provided in (e) below. promotions of\nat&t worldnet service from ivillage sites will direct users to either download\nthe at&t worldnet service client software, or order the software on cd-rom.\n\n         (c) ivillage will develop programs specifically designed to retain\nivillage online powered by at&t worldnet service customers.\n\n         (d) at&t will include and promote the ivillage sites through the at&t\nworldnet service \"come to your senses sweepstakes\". ivillage may promote the\nsweepstakes prominently on ivillage sites as mutually agreed. promotion of the\nsweepstakes will not be counted against the guaranteed impressions levels or\nclickthrus.\n\n         (e) ivillage will have the option to determine whether ivillage online\ncustomers should default to the at&t worldnet service home page or the ivillage\nhome page. if ivillage opts to have the customers default to the ivillage home\npage, ivillage will design and host a co-branded version of the ivillage sites\nand incorporate a content area (size & format tbd), above the fold, on the home\npage, to be used for at&t worldnet service customer communication. such area\nshall include space for at&t to promote and offer its communications services,\ncustomer care and such other services as mutually agreed. links to at&t worldnet\ncustomer care will be included throughout ivillage online as mutually agreed.\n\n         (f) at&t and ivillage will collaborate and mutually agree on the\nappearance, content, and user interface of the co-branded version of the\nivillage sites.\n\n         (g) ivillage shall provide all support, including without limitation\ncustomer care, in connection with the ivillage online content at a level at\nleast as high as the customer care it provides with respect to similar content\non the unbranded ivillage sites. at&t will provide billing, network care and\naccess-related customer care in connection with ivillage online. the parties\nshall agree on an interface agreement for providing \"seamless\" customer support\nand problem resolution for subscribers to ivillage online, including a mechanism\nfor transferring subscribers between at&t and ivillage.\n\n         1.5 targeting and marketing. subject to ivillage's privacy policy,\nivillage will actively market the promoted at&t services on the ivillage sites\nduring the term using a variety of targeting tools, including without limitation\ndomain name targeting and category specific placements; in each case with a goal\nto maximize take rates and ensure an optimal product mix (as mutually agreed by\nthe parties) for the promoted at&t services.\n\n         1.6 change requests. the anchor positions set forth in exhibit b may\nnot be changed without at&t's prior written consent, which shall not be\nunreasonably denied (it shall not be unreasonable for at&t to deny such consent\nif it believes the change will reduce the value of the exposure to at&t's\nservices). in the event of a redesign of the ivillage sites, ivillage will\nprovide at&t with similar placement in any successor or equivalent content areas\nprovided the change does not reduce the value of the exposure to at&t's\nservices. at&t and ivillage will mutually define and may verbally agree on the\nlocations of the promotional\n\n\n                                       3\n\n\n\n\n\n\npositions set forth in exhibit b; provided that (a) all such placements conform\nto at&t's marcom guidelines as provided to ivillage (b) if at&t objects to any\nplacement position, ivillage shall, within 3 business days notice from at&t,\nremove any at&t mark (and any related material referencing an at&t product or\nservice) from such position and provide an alternative position acceptable to\nat&t, provided that if at&t designates such a change as \"urgent\", ivillage shall\nremove the at&t mark (and any related material referencing an at&t product or\nservice) within 8 hours of at&t's request. at&t may, from time to time,\nreasonably request that ivillage update the at&t marks and for other trade dress\non the co-branded communications center, the co-branded anywho or other\npreviously at&t branded areas on the ivillage sites, in which case ivillage\nshall make such changes to the at&t marks or trade dress within 3 days of\nreceipt of any update's from at&t. the parties shall also cooperate with respect\nto reasonable changes and updates to the layout, general image, formats and\nappearance (i.e., the \"look and feel\") of the co-branded communications center,\nthe co-branded anywho and other at&t branded areas of the ivillage sites;\nivillage agrees to make any changes to such \"look and feel\" reasonably requested\nby at&t in accordance with a production schedule mutually determined by the\nparties, which the parties agree shall mean that changes will be implemented\nwithin 10 days of at&t's written request.\n\n         1.7 aic services. ivillage and at&t shall participate in a trial for\naic services in accordance with the aic trial plan attached as exhibit c. the\naic trial plan will include items such as at&t's and ivillage's deliverables for\nthe aic trial, the schedule for the aic trial and how the parties will staff the\naic trial.\n\n         1.8 other services. ivillage shall, in accordance with this agreement,\npromote any at&t telecommunication services not listed on exhibit a as at&t\nmakes them available and provides them to ivillage with reasonable advance\nnotice, provided the parties can mutually agree upon a bounty. during the term,\nat&t will also have the right to buy additional impressions for the promoted\nat&t services or other products and services at no more than a $[*] cpm (capped\nat [*]% of available inventory).\n\n         1.9 control over products & services. except as expressly provided\nbelow in this section 1 and section 2, each party shall have complete control\nover the timing, ramp-up, type, pricing, continuation or termination and all\nother aspects of its offers for its respective products or services.\n\n         (a) without at&t's prior written consent, ivillage shall not charge\nusers any fees for any of the promoted at&t services, for any of the aic\nservices or for accessing or using any at&t-branded area of the ivillage sites.\n\n         (b) for as long as at&t offers its \"one rate online\" calling plan (i.e.\nunder the terms of its existing tariff), ivillage registered members that\nsubscribe to at&t one rate online will be eligible to pay 9 cents per minute and\nno monthly fee (or such other rate as determined by any change to such tariff)\non all direct dialed state-to-state residential long distance calls. ivillage\nshall clearly and prominently state on all promotional and other materials on\nthe ivillage sites relating to the 9 cent one rate online offer that the 9 cent\noffer is made available by ivillage to registered members of ivillage only.\n\n\n                                       4\n\n\n\n\n         1.10 each party shall appoint and maintain a designated representative\nto manage the provision and updating of promoted at&t services on the ivillage\nsites. each party will provide the other with access (which may be by beeper) to\nthe other's technical support for \"emergency purposes\" twenty-four (24) hours\nper day, three hundred sixty-five (365) days per year during the term of this\nagreement. \n\n         1.11 at&t promotions. (a) at&t will display a persistent, above the\nfold, text link for the ivillage site on the standard version of the consumer\nat&t worldnet service (i.e., www.att.net) for [*] during the term. the size and\nform of the teaser link shall be mutually agreed and shall conform with at&t\nthen-standard requirements for teaser links.\n\n         (b) during the term, at&t will promote and market ivillage through the\ninclusion of ivillage marks in at least [*] dollars (measured using at&t's\nstandard accounting practices and average cpms) worth of at&t television, mass\nmedia marketing (at least [*] dollars of which will be done in the first\ncontract year); provided that at&t does such television mass media marketing for\nthe at&t worldnet service. if at&t does not do such television mass media for\nat&t worldnet service, such [*] dollar commitment shall be fulfilled in other\nmass media (e.g., radio, print and tv). the specific form of the advertisement\nshall be jointly worked out by the parties, provided that the final\ndetermination as to the media buy shall be made by at&t.\n\n2.       exclusivity\n\n         2.1 except as expressly stated in section 2, this agreement is\nnon-exclusive and does not prohibit either party from entering into similar\nagreements with third parties involving identical, similar, or different\nproducts, services, and technologies.\n\n         2.2 during the term, (a) at&t will be the exclusive provider of\ntelecommunication services (as defined in exhibit e) on ivillage sites and\nivillage will not itself provide or enter into any agreement with any third\nparty to provide any telecommunications services and (b) no page of the ivillage\nsites that contains any at&t anchor position or promotional position, as set\nforth in the promotion plan, or any other page that contains any at&t mark,\nshall contain any marketing, advertising or other promotion for any\ntelecommunication service other than a telecommunication service offered by\nat&t, except that:\n\n         (a) ivillage may display its standard size banner advertisements for\ntelecommunication services on a rotating basis on pages of the ivillage's sites\nthat do not display any at&t mark, and\n\n         (b) ivillage may promote on the ivillage sites any unavailable telecom\nservice.  an \"unavailable telecom service\" means a telecommunication service\nthat ivillage wishes to make available on the ivillage sites within the\nfollowing 90 day period and with respect to which (i) at&t does not offer a\nsimilar service (viewed in terms of functionality to the user and the applicable\nmarket to be targeted) and (ii) at&t does not indicate to ivillage in writing\nwithin 10 business days after written request from ivillage that it plans to\noffer (and does in fact make available) a similar service within 90 days of such\nrequest (\"unavailable telecom service\"), and\n\n         (c) ivillage may display banner advertisements or other promotions for\nother internet access or online service provides other than at&t, provided that\n(i) ivillage online has placement on the ivillage sites at least as prominent as\nsuch other internet access or online service provider, (ii) except for aol's\nonline service, no other internet access or online service provider shall be on\nthe home page of the ivillage sites, and (iii) ivillage does not promote such\nservice as a competitor to ivillage online and such promotion does not inhibit\nivillage from maximizing the take rates for the ivillage online program, and\n\n         (d) at&t may, in its sole and complete discretion, approve certain\nother exceptions to this exclusivity requirement as proposed by ivillage on a\ncase by case basis. nothing in this section shall prevent the parties from\nagreeing that certain at&t telecommunication services (such as the click2dial\nfunctionality) will be offered on pages of the ivillage sites that contain third\nparty marks of providers of telecommunication services.\n\n         2.3 during the term, at&t will be the exclusive white page directory\nprovider (i.e., a directory that includes residential, business, governmental\nlistings of phone numbers, addresses, email addressees, etc,) on the ivillage\nsites.\n\n         2.4 if and when at&t makes such a service available, at&t will be the\nexclusive yellow page directory provider (i.e., a directory primarily devoted to\nbusiness listings) on the ivillage sites; provided, however, that if the\nfunctionality and economic terms for ivillage's using at&t's yellow pages,\nviewed in their totality, are not competitive with ivillage's third party offer\nfor such yellow pages, and if at&t fails to make its offer competitive within 30\ndays of ivillage's providing at&t with an offer substantially similar to such\nthird party offer, ivillage may use such third party yellow page provider.\n\n         2.5 notwithstanding anything in this agreement to the contrary,\nivillage may provide custom online content aggregation, hosting services and\/or\nbranded versions of ivillage's services to third parties (including providers of\ntelecommunication services) (\"content outsourcing\"), subject to the following:\n\n\n                                       5\n\n\n\n\n\nin consultation with at&t, ivillage will offer the promoted at&t services and\nthe aic services under this agreement to all web sites that involve a content\noutsourcing arrangement in existence at the execution of this agreement or\ncreated by ivillage during the term of this agreement; provided that if such\nthird party objects to using or promoting at&t's services on its sites, ivillage\nshall have no obligation to include any at&t products and services on their web\nsites to the extent that such third party objects to their inclusion. at&t shall\nhave the right to approve or disapprove, on a case by case basis, the extension\nof any at&t offers for products or services as part of any such content\noutsourcing arrangement. at&t shall respond to ivillage's request for such\napproval within 10 business days.\n\n3.       financial matters\n\n         3.1 in general. except as this section 3 provides, neither party is\nobligated to compensate the other in any way in connection with this agreement.\neach party will fully fund and pay for all of the costs and expenses it incurs\nin connection this agreement, including the costs of providing its deliverables\nas specified in the promotion plan and the aic trial plan.\n\n         3.2 minimum payments. during each contract year, subject to section 3.4\n(shortfalls) and section 10 (termination), at&t will make \"quarterly minimum\npayments\" to ivillage equal as follows:\n\n         (a) in the first contract year, $[*] (1\/4 of an \"annual minimum\" of\n$[*]) as a non-refundable, minimum payment for ivillage's performance under this\nagreement;\n\n         (b) in the second contract year,\n\n             (i) if ivillage's market reach is less than [*]%. $[*] (1\/4 of an\n\"annual minimum\" of $[*]) as a non-refundable, minimum payment for ivillage's\nperformance under this agreement; and\n\n             (ii) if ivillage's market reach has increased to [*]% or greater,\n$[*] (1\/4 of an \"annual minimum\" of $[*]) as a non-refundable, minimum payment\nfor ivillage's performance under this agreement.\n\nwhere \"market reach\" means the percentage of unduplicated world wide web users\nthat visit ivillage at least once per month \"from home\" and excludes the reach\nthat ivillage receives from within aol or any other proprietary online service,\nas measured by media metrix as of the date that is 45 days proceeding the\nbeginning of the second contract year (or if media metrics no longer provides\nsuch statistics, some other mutually agreed upon industry leading traffic\nmeasurement authority).\n\n             3.3 bounties. as full compensation for each delivered customer who\nsigns up for the promoted at&t services on the ivillage sites, ivillage will\naccrue quarterly bounties (\"accrued quarterly bounties\") for delivered customers\nin accordance with the bounty schedule in exhibit a. ivillage will \"earn out\"\nthe quarterly minimum payments against the accrued quarterly bounties as\nfollows: at the end of each contract quarter, if the total accrued quarterly\nbounties in such contract year are greater than the quarterly minimum payments\nto date in such contract year, at&t will pay ivillage the difference between the\naccrued\n\n\n                                       6\n\n\n\n\nquarterly bounties due in such contract quarter and the quarterly minimum\npayment for such contract quarter. however, if the accrued quarterly bounties to\ndate in such contract year are less than the quarterly minimum payments to date\nin such contract year, no payment shall be due ivillage for any bounties in such\ncontract quarter.\n\n         3.4 shortfalls. (a) if at the end of the first contract year, ivillage\nhas not provided at&t with a minimum of [*] clickthrus (as audited by a third\nparty in accordance with section 3.7) during the first contract year (\"clickthru\nshortfall\") then ivillage will continue to perform under this agreement (without\nany change to anchor positions, guaranteed impression levels, etc.) during a\n\"make good period\" not to exceed 3 months, provided at&t has not exercised its\ntermination right under section 10.3. at&t shall have no obligation to make any\nquarterly minimum payments or other payments during the make good period unless\nand until the clickthru shortfall is covered. if at&t does not exercise its\ntermination right under section 10.3, regardless of whether or not the clickthru\nshortfall has been covered in such 3 month period make good period, at&t will\nresume making quarterly minimum payments as of the next following contract\nquarter.\n\n         (b) if there is a clickthru shortfall at the end of the second contract\nyear (meaning that ivillage has not delivered at least [*] clickthrus in the\ncase that the annual minimum for the second contract year is $[*]; and [*]\nclickthrus during the second contract year in the case that the annual minimum\nfor the second contract year is $[*]), ivillage shall have the option of either\n(a) requesting payment of the final quarterly minimum payment, pro rated to\ncover the shortfall or (b) providing a make good period, for up to 6 months,\nand, at any time during such 6 month period, requesting payment of the final pro\nrated quarterly minimum payment. ivillage will continue during any such make\ngood period to perform under this agreement (without any change to anchor\npositions, guaranteed impression levels, etc.)\n\n         3.5 advertising. ivillage shall pay at&t an amount equal to [*]%\nmultiplied by the net advertising revenues generated on each page of the\nco-branded anywho. ivillage will furnish at&t with a current version of\nivillage's advertising rate card for each such ivillage site and the parties\nshall mutually agree on financial terms of the rate card (and any changes\nthereto) for the co-branded anywho, from which ivillage will not, on average for\nany month, deviate by more than [*]% without at&t's approval.\n\n         3.6 payments. quarterly minimum payments will be due 45 days following\nthe end of the applicable contract quarter and bounty payments in excess of the\nquarterly minimum payment will be due within 45 days after the end of the\napplicable contract quarter, provided that (a) at&t will pay ivillage $[*]\nwithin two weeks of the effective date and (b) the final quarterly minimum\npayment in the second contract year, which will be due 45 days after the date\ndetermined pursuant to the last sentence in section 3.4 or pursuant to 10.6, as\nthe case may be. ivillage's payments to at&t for advertising revenues on the\nco-branded anywho will be due within 45 days after the applicable contract\nquarter.\n\n         3.7 reports.\n\n             3.7.1 at&t reports. at&t will provide ivillage with monthly reports\ncontaining the following: (1) the number of delivered customers during such\nmonth for each\n\n\n                                       7\n\n\n\n\n\npromoted at&t service (2) the bounties due ivillage for such delivered\ncustomers, (3) information concerning the results of the aic trial, as set forth\nin the aic trial plan.\n\n             3.7.2 ivillage reports. ivillage will provide at&t with monthly\nreports containing the following: (1) the number of impressions and the amount\nof gross and net advertising revenues on a per ad basis for advertisements on\nall pages of the co-branded anywho, the % of unsold inventory on the co-branded\nanywho, and the number of impressions (on a per ad basis) of advertisements\nplaced in all unsold inventory allocated to at&t, (2) the locations, number of\npage views and clickthru rates for all anchor positions and promotional\npositions on the ivillage sites, and (3) reports concerning the results of the\naic trial on the ivillage sites, as set forth in the aic trial plan.\n\n             3.7.3 third party reports. all user-viewed impressions and\nclickthrus related to at&t products and services on the ivillage sites will be\naudited on a monthly basis by coopers & lybrand ipro, netcount, or interse, as\nthe parties shall agree, or by another third party auditing firm to be mutually\napproved by the parties, at ivillage's sole expense, and ivillage shall furnish\ncopies of such reports to at&t within 5 days following receipt by ivillage. such\nreports shall include the total number of viewed impressions and clickthrus of\neach individual advertisement that appears during the monthly reporting period\non each page of the ivillage sites and other information as at&t shall\nreasonably require.\n\n         3.8 taxes. each party will bear all taxes for which it is legally\nliable in connection with this agreement. if one party is obligated to collect\nor remit any taxes for which the other is liable, the party that is liable will\nreimburse the other party upon request and submission of reasonable proof that\nthe taxes were paid.\n\n4.       international affiliates\n\nivillage shall use commercially reasonable efforts to (provided that it fits in\nwith ivillage's strategic objectives for its affiliates operating outside of the\nunited states) promote on its web sites outside the united states any\ntelecommunication services that at&t offers in any such country on terms\nsubstantially similar to the terms of this agreement; provided that ivillage\nshall, upon 90 days' notice to at&t, have no such obligation in the event that\nthe at&t offer in such country is not competitive (taking into account price and\nquality) with a local offer of a third party.\n\n5.       publicity; branding\n\n         5.1 at&t and ivillage will communicate and cooperate with respect to\nadvertising and publicity regarding this agreement and their relationship, and\nwill obtain the written consent of the other in each instance before publishing\nor releasing any advertising or publicity.\n\n         5.2 if ivillage is required under applicable securities laws to\npublicly disclose the fact that ivillage has signed this agreement, ivillage\nshall provide at&t with prompt written notice so that at&t can work with\nivillage to limit the disclosure to the greatest extent possible consistent with\nlegal obligations.\n\n\n                                       8\n\n\n\n\n\n\n         5.3 the parties agree that all at&t's telecommunication services\noffered an or through the ivillage sites shall be branded using the at&t marks\nas mutually agreed by the parties, provided that with respect to the trial of\nthe aic services, at&t may determine, in its discretion, to offer one or more of\nservices on an unbranded or private label basis.\n\n6.       user considerations\n\n         6.1 editorial standards. the content at the ivillage sites shall at all\ntimes during the term conform with the editorial standards (attached as exhibit\nd).\n\n         6.2 minimum specifications. ivillage's server on which the at&t\ncommunications center, ivillage online, and the interface page of the co-branded\nanywho will be hosted will have download times at least as fast as, and\navailability rates at least as high as, other \"key areas\" on the ivillage sites.\nat&t's servers on which the co-branded anywho (or the yellow pages, if and when\navailable under section 2.5) will be hosted will, on average, have download\ntimes at least as fast as, and availability rates at least as high as, other\ncomparable areas (e.g., search results pages) on the ivillage sites.\n\n         6.3 customer care. ivillage shall use commercially reasonable efforts\nto perform customer care obligations as promptly as possible and, at a minimum,\nwithin the following parameters: (a) forward any electronic mail inquiries\nregarding any at&t telecommunication services (additional requirements for the\naic services, which is covered in the aic trial plan) to at&t as soon as\npossible (and within 24-hour target turn-around time) following receipt; (b)\nelectronically notify at&t of any problems preventing users from linking to\nat&t's online registration site as soon as possible (by putting at&t on a\n\"priority list\" of contacts maintained by its web hosting operators) of\nivillage's becoming aware of its occurrence (except for the aic services, which\nwill be covered in the aic trial plan); (d) give at&t at least 24 hours notice\nof any scheduled down time of any area of the ivillage sites that will affect\nat&t products and services, and (d) serve as tier 1 customer support for the aic\nservices as provided in the aic trial plan. \"tier 1 customer support\" means\nacting as the initial point of contact with the customers using aic services on\nthe ivillage sites and referring user questions, as appropriate, to at&t by\neither email or through a faq link.\n\n         6.4 security standards. ivillage shall provide secure connections,\nsecure sockets layer (\"ssl\"), to the ivillage sites for the transfer of\ninformation in connection with any electronic transaction involving any of\nat&t's telecommunication services or in connection with the trial of the aic\nservices. ivillage shall provide and maintain the necessary hardware and\nsoftware to support ssl, version 2, at a minimum, at its sole expense. ivillage\nagrees to store all user-identifiable information off-line either behind a\nsecure firewall or on a system that is not directly or indirectly connected to\nthe internet.\n\n         6.5 user privacy. (a) without the customer's affirmative and specific\nconsent to the particular use (and without limiting any of rights under section\n6.6), ivillage agrees that it will not sell, lease, barter, give away or\ndisclose to third parties any customer-identifiable information concerning users\non the ivillage sites, including without limitation name, telephone number,\ne-mail address, residential address, office address and\/or fax number.\n\n\n                                       9\n\n\n\n\n\n\n         (b) ivillage further agrees that it will not send unsolicited e-mail\nmessages or other unsolicited communications to users that reference any at&t\nmark or any at&t telecommunications service; provided that ivillage may send\ne-mail to users so long as such users have been given the option (and continue\nto have the option at all times) to elect not to receive such e-mail and in the\ncase of e-mail referencing at&t or an at&t mark, at&t has approved such email in\nadvance, which approval shall not be unreasonably withheld or delayed.\n\n         6.6 user data. (a) all data or other information collected by ivillage\nfrom users of the ivillage sites independent of the relationships, activities or\noffers covered by this agreement and without referencing or solicited in\nconnection with any at&t mark or any at&t product or service (\"ivillage user\ndata\"), is the proprietary and confidential information of ivillage; provided\nthat, during the term, ivillage agrees it shall not use any ivillage user data\nin connection with the marketing, promotion, or distribution of any\ntelecommunication services, except telecommunications services offered by at&t\nand unavailable telecommunication services (as defined in section 2).\n\n         (b) all data or other information, no matter how collected, concerning\nany of at&t's products or services, concerning users' use of or interest in any\nat&t product or service, or derived from or obtained during the use, promotion,\nmarketing or other activities related to any at&t's products and services\n(including, without limitation, the promoted at&t services and the aic trial),\nwhether such data or information is obtained on the ivillage sites or otherwise,\nis the proprietary and confidential information of at&t, including, without\nlimitation, information (individually, in the aggregate, or otherwise),\nidentifying at&t customers, their usage patterns, their product preferences,\netc. (\"at&t user data\"). ivillage may not use any at&t user data, except in\nconnection with the promotion of at&t's products and services in accordance with\nthis agreement.\n\n7.       confidentiality\n\nthe parties agree and acknowledge that, as a result of negotiating, entering\ninto and performing this agreement, each party has and will have access to\ncertain of the other party's confidential information. each party also\nunderstands and agrees that misuse and\/or disclosure of that information could\nadversely affect the other party's business. accordingly, the parties agree that\neach party shall use and reproduce the other party's confidential information\nonly for purposes of this agreement and only to the extent necessary for such\npurpose and shall restrict disclosure of the other party's confidential\ninformation to its employees, consultants or independent contractors with a need\nto know and shall not disclose the other party's confidential information to any\nthird party without the prior written approval of the other party. \"consultants\"\nincludes legal counsel, accountants, banks and other financing sources and their\nadvisors who are hired by a party under confidentiality obligations at least as\nstringent as those set forth in this agreement. notwithstanding the foregoing,\nit shall not be a breach of this agreement for either party to disclose\nconfidential information of the other party if compelled to do so under law, in\na judicial or other governmental investigation or proceeding, provided the other\nparty has been given prior notice to permit such other party a reasonable\nopportunity to object to the judicial or governmental requirement to disclose.\nthe provisions of this section shall apply for the duration of the term of this\nagreement and for three (3) years after the expiration or termination of this\nagreement.\n\n\n                                       10\n\n\n\n\n\n8.       license grants\n\n         8.1 at&t marks. at&t hereby grants to ivillage during the term a\nworldwide, nonexclusive. nontransferable, nonassignable right to use the at&t\nmarks on the ivillage sites solely in accordance with this agreement. all such\nuse of the at&t marks shall inure to the benefit of at&t. nothing in this\nagreement shall create any rights, title or interest for ivillage in the at&t\nmarks (except to the extent provided in the first sentence of this section) or\nin any of at&t's other names, trademarks, service marks, design marks, symbols\nand for other indicia of origin and no use of such will be made by ivillage for\nany purpose without the prior written approval of at&t. ivillage shall use the\nat&t marks in accordance with such reasonable guidelines as at&t may provide to\nivillage from time to time. ivillage agrees to cooperate with at&t in\nfacilitating at&t's monitoring and control of the use of the at&t marks, and to\nsupply at&t with samples of use of such icons upon request. except as set forth\nin the first sentence of this section, all uses of the at&t marks shall be\nsubject to at&t's prior approval. ivillage shall not modify any aspect of any\nat&t mark as provided by at&t to ivillage without at&t's prior written approval.\nivillage shall not use the letters \"att\", any of at&t's other names or marks, or\nany name or mark confusingly similar to an at&t name or mark as pad of any\ndomain name (e.g., ivillage will not use a domain name such as\n\"att.ivillage.com\", but may use, during the term of this agreement, a url such\nas \"ivillage.com\/att\" with at&t's prior consent.).\n\n         8.2 ivillage marks. ivillage hereby grants to at&t during the term a\nworldwide, nonexclusive, nontransferable, nonassignable right to use the\nivillage marks on promotional and other materials in accordance with this\nagreement and as mutually agreed by the parties. all such use of the ivillage\nmarks shall inure to the benefit of ivillage. nothing in this agreement shall\ncreate any rights, title or interest for at&t in the ivillage marks (except to\nthe extent provided in the first sentence of this section) or in any of\nivillage's other names, trademarks, service marks, design marks, symbols and\/or\nother indicia of origin and no use of such will be made by at&t for any purpose\nwithout the prior written approval of ivillage. at&t shall use the ivillage\nmarks in accordance with such reasonable guidelines as ivillage may provide to\nat&t from time to time. at&t agrees to cooperate with ivillage in facilitating\nivillage's monitoring and control of the use of the ivillage marks, and to\nsupply ivillage with samples of use of such icons upon request. except as set\nforth in the first sentence of this section, all uses of the ivillage marks\nshall be subject to ivillage's prior approval. at&t shall not modify any aspect\nof any ivillage mark as provided by ivillage to at&t without ivillage's prior\nwritten approval. at&t shall not use the word \"ivillage\", any of ivillage's\nother names or marks, or any name or mark confusingly similar to an ivillage\nname or mark as part of any domain name (e.g., at&t will not use a domain name\nsuch as \"ivillage.att.com\" but may use, during the term of this agreement, a url\nsuch as \"att.com\/ivillage\" with ivillage's prior consent).\n\n         8.3 at&t licensed i.p. at&t grants to ivillage a personal, revocable,\nnonexclusive, nontransferable right to use the at&t licensed i.p. solely under\nthe terms and conditions stated in this agreement, solely for the purpose of\nconducting and only for so long as the aic trial and solely in accordance with\ndocumentation for the at&t licensed i.p. and in accordance with the aic trial\nplan as set forth in exhibit c (\"permitted uses\"). ivillage may make copies of\nmodified or unmodified at&t licensed i.p. only to the extent necessary ,to\nsupport the permitted uses, but not in any event more than 5 copies. ivillage\nshall not make any\n\n\n                                       11\n\n\n\n\nother use of, commercial or otherwise, market, sell, or otherwise distribute, in\nany form, any at&t licensed i.p. ivillage agrees that the licenses received from\nat&t for the at&t licensed i.p. may not be used to design or develop products\nfor itself or any third party or to market and distribute any products designed\nor developed by any third party. ivillage may use at&t licensed i.p., and all\ncopies thereof only at the location or locations specified in the aic trial\nplan. ivillage may not assign. sublease, sublicense, lease, or in any other way\ntransfer any rights under any at&t licensed i.p. to any third party.\n\n         8.4 except as expressly granted in this section, no license or right is\ngranted to either party, under the intellectual property of the other party,\nwhether directly or by implication, estoppel, or otherwise.\n\n9.       intellectual property\n\n         9.1 as between the parties, each party shall exclusively own all\nintellectual property that it developed or acquired before the effective date\nand all such intellectual property shall remain the sole property of that party.\nat&t shall own any intellectual property, no matter how developed (whether\nindependently or jointly with at&t or with some other third party) that is\nderivative of the aic services or the at&t licensed i.p. (an \"aic development\").\n\n         9.2 without at&t's written consent, ivillage shall not use, or disclose\nto any third party, any aic development except in connection with the aic\nservices in accordance with this agreement.\n\n         9.3 ivillage will reproduce all copyright, proprietary information\nnotices, and other notices appearing in at&t licensed i.p. on all copies\nivillage makes of at&t licensed i.p. under section 8.3. ivillage shall not\ndisassemble, decompile, or reverse engineer any at&t licensed i.p. or other of\nat&t's intellectual property.\n\n         9.4 ivillage may use third party consultants or subcontractors\n(\"subcontractor\") to perform development work as provided in the aic trial plan,\nprovided ivillage (1) informs at&t as to the identity of such subcontractor, (2)\nobtains a written confidentiality agreement from the subcontractor that contains\nconditions and obligations no less restrictive that those set forth in this\nagreement and which is directly enforceable by at&t, (3) ensures that its legal\nrelationship with the subcontractors allows ivillage to meet its obligations in\nthis agreement, and (4) ivillage remains directly liable to at&t for the\nobligations of such subcontractor.\n\n10.      term and termination\n\n         10.1 the term of this agreement (the \"term\") shall begin on the\neffective date and end 2 calendar years following the deployment date, unless\nterminated earlier pursuant to this section 10 or extended in writing by\nauthorized representatives of the parties or, at at&t's discretion, pursuant to\nthe last sentence of section 3.4. the \"deployment date\" means the date that one\nor more of the anchor positions and promotional positions set forth in exhibit b\nor in exhibit c are first made available on the service, which the parties\ncurrently project will be november, 1998 or such other date as mutually agreed\nupon by the parties. either party shall have the right to delay the deployment\ndate by up to 45 days upon 10 days notice to the other party. the deployment\ndate will be memorialized in a written document signed by both parties.\n\n\n                                       12\n\n\n\n\n\n         10.2 if either party has materially breached this agreement, the other\nparty may terminate this agreement 30 days after giving a written notice to the\nbreaching party that describes the breach in reasonable detail, unless the\nbreaching party has cured the breach before the end of that 30 day period.\nwithout limitation, it shall be a material breach if ivillage fails to deliver\nthe agreed upon number of impressions at the end of each contract quarter.\neither party may terminate this agreement immediately if the other party ceases\nnormal operations or becomes insolvent.\n\n         10.3 at&t shall have the right to terminate this agreement upon notice\nto ivillage at least 15 days prior to the end of the first contract year if\nthere is a clickthru shortfall under section 3.4 as measured using the first [*]\nmonths of the contract year (i.e., if ivillage has delivered less than [*]\nclickthrus during the first 11 months).\n\n         10.4 at&t shall have the right to terminate this agreement at any time\nduring the term with 30 days' written notice if at&t ceases or substantially\nceases its ordering process for its products and services via the internet.\n\n         10.5 at&t shall have the right to terminate this agreement at any time\nduring the term with 30 days' written notice if ivillage is subject to a change\nin control by an entity whose \"primary business\" is a provider of\ntelecommunication services or an affiliate of an entity whose primary business\nis a provider of telecommunication services.\n\n         10.6 if at&t terminates this agreement pursuant to section 10.2,\nsection 10.4, or section 10.5, then at&t shall be relieved of any obligation to\npay any quarterly minimum payments as of the date of such breach, change in\ncontrol or notice of termination as the case may be and any partial quarterly\nminimum payments accrued prior to such date shall be pro rated and paid in\naccordance with section 3.6. in all other cases of termination, each party shall\nbe responsible to the other party for amounts accruing prior to the effective\ndate of any termination and such amounts shall be paid in accordance with\nsection 3.\n\n         10.7 if at any time at&t believes that the aic trial is no longer\nfeasible because of (i) substantial changes in the market for the aic services,\nor (ii) substantial technical issues that cannot be resolved within the\ntimeframes contemplated in the aic trial plan schedule, then at&t may terminate\nthe aic trial, but not the remainder of this agreement, with no further\nliability or obligation to the other, on written notice to ivillage after (a)\ngiving ivillage a written notice that specifies in reasonable detail the reasons\nfor its beliefs, and (b) at ivillage's request, negotiating in good faith for a\nperiod of up to 15 days to continue the aic trial on the same or different\nterms, although the terminating party is not obligated to agree to any such\ncontinuation.\n\n         10.8 if this agreement terminates for any reason or if ivillage no\nlonger makes the aic services available on the ivillage sites, ivillage will, at\nat&t's option and within 10 working days following termination or at at&t's\nrequest, either return to at&t or destroy the original and all copies of at&t\nlicensed i.p. and any of at&t's proprietary or confidential information, and\ncertify to at&t that they have been destroyed. the licenses granted in section\n8.3 of this agreement shall immediately terminate if the aic services are no\nlonger made available on the ivillage sites.\n\n\n                                       13\n\n\n\n\n         10.9 termination by either party under this section 10 does not waive\nany rights or remedies it may have under this agreement.\n\n         10.10 provisions of this agreement that by their nature continue beyond\nthe expiration or termination of this agreement, and those provisions that are\nexpressly stated to survive termination, shall survive the termination or\nexpiration of this agreement, including, without limitation, section 7\n(confidentiality), section 9 (intellectual property), section 11 (for the\npurposes of section 12.4 and to the extent of any breach of a representation or\nwarranty prior to the effective date of termination), section 12 (risk\nallocation), section 13 (notices), section 15.1 (disputes).\n\n11.      representations and warranties\n\n         11.1 each party represents and warrants that: (a) it has the right to\nenter into this agreement and to grant the rights and licenses granted herein;\nand (b) it shall comply with all applicable laws, statutes, ordinances, rules\nand regulations of each county, state and city or other political entity with\nrespect to the provision of the telecommunication services, in the case of at&t,\nand the products and services on the ivillage sites in the case of ivillage.\n\n         11.2 at&t represents that the at&t marks and any other content provided\nto ivillage by at&t for use under this agreement does not infringe or violate\nany third party's copyright, trade secret, local, state or federal u.s.\ntrademark, right of publicity or right of privacy, or contain any defamatory\ncontent.\n\n         11.3 ivillage represents that the ivillage marks and any other content\nprovided to at&t by ivillage for use under this agreement does not infringe or\nviolate any third party's copyright, trade secret, local, state or federal u.s.\ntrademark, right of publicity or right of privacy, or contain any defamatory\ncontent.\n\n12.      risk allocation\n\n         12.1 trial nature of aic services\n\n         ivillage acknowledges that at&t may in its discretion and without\nliability of any kind to ivillage elect not to make one or all of the aic\nservices commercially available, or may delay the commercial availability of the\naic services for an indeterminate period of time, or may make the aic services\ncommercially available with features and functions that are substantially\ndifferent than the features and functions of the aic services offered in\nconnection with the aic trial.\n\n         12.2 disclaimer of representations and warranties\n\n         each party acknowledges that the aic trial is experimental in nature\nand is conducted on an \"as is\" basis. except as expressly specified in this\nagreement, each party disclaims all representations and warranties, express and\nimplied, concerning or related to the subject matter of this agreement, aic\ntrial or the technology or other hardware, software, services, or information\n\n\n                                       14\n\n\n\n\n\n\nprovided or used in connection therewith, including any representations or\nwarranties of title, merchantability or fitness for a particular purpose, or\nthat the use of the technology or other hardware, software, services, or\ninformation will not infringe any intellectual property right of a third party,\nor that any hardware, software, and services will perform in the manner expected\nor without interruption or error. this disclaimer does not affect the\nindemnification obligations under section 12.4.\n\n         12.3 limitations of liability\n\n         each party's liability to the other for any loss, cost, claim, injury,\nliability, or expense, including reasonable attorney's fees, relating to or\narising out of any negligent act or omission in its performance of or under the\nterms of this agreement shall be limited to the amount of direct damages\nincurred up to an aggregate of us$[*]; provided that with respect to breaches of\nsection 8 (licenses), section 9 (intellectual property), section 7\n(confidentiality) and 12.4 (third party claims) a cap of us [*] shall apply. in\nany event, neither at&t nor ivillage will be liable to the other for any\nspecial, indirect, consequential, or incidental damages, including loss of\nprofits or revenues or loss of prospective business advantage, regardless of\nwhether that liability arises in contract, tort, strict liability, breach of\nwarranty, or otherwise.\n\n         12.4 third party claims\n\n         each party (\"indemnitor\") will defend, at its expense, and will pay the\ncost and damages of a settlement or award resulting from any claim brought\nagainst the other (\"respondent) by any third party in connection with (a) a\nbreach of representation or a warranty, (b) an independent business relationship\nthat indemnitor may have with the claimant, or (c) infringement of any united\nstates patent, trademark, copyright or trade secret that relates solely to (i) a\ncomponent of an aic service performed by the indemnitor pursuant to this\nagreement, (ii) intellectual property received from the indemnitor under this\nagreement, or (iii) the indemnitor's web sites or the content thereon covered\nunder this agreement; except where, in each case (i) through (iii), the claim\narises out of or results from modifications made by, or combinations with\ncontent, products or services provided by, respondent or others that are not\nauthorized in writing by the indemnitor, or, use of the content, aic service or\nintellectual property in violation of this agreement. in each case (a) through\n(c), the respondent shall (i) promptly notify the indemnitor in writing of the\nclaim; (ii) give indemnitor all requested information that the respondent has\nconcerning the claim; (iii) reasonably cooperate with and assist the indemnitor\nin defending the claim, at the indemnitor's expense, and (iv) give the\nindemnitor sole authority to defend or settle the claim (however, indemnitor\nwill not have authority to obligate the respondent in any way or to compromise\nany of respondent's rights in connection with the defense or settlement).\nrespondent may participate in the defense of the claim at its expense through\ncounsel of its choosing.\n\n         12.5 advertising insertion orders\n\n\n                                       15\n\n\n\n\n\n         the indemnification and warranty provisions of the advertising\ninsertion order form agreement to be used by ivillage in connection with\nadvertising placed on the co-branded anywho or any other co-branded page of the\nivillage sites (which shall not include the promotional positions or other\nstandard banner ads), for which at&t receives compensation for ads, shall\nbenefit at&t.\n\n         12.6 limitation of actions\n\n         no action or proceeding against a party may be begun more than one year\nafter the termination of this agreement. this section will not apply to disputes\nunder section 7 (confidentiality), section 8 (licenses), section 9 (intellectual\nproperty), or section 12.4 (third party claims).\n\n         12.7 force majeure\n\n         neither party will be liable to the other for delays in the performance\nof this agreement if the delay is caused by shortage of labor, strike, default\nor failure of suppliers, riot, war, government action, law, or regulation, act\nof god, fire, flood, or other cause beyond the party's reasonable control.\n\n13.      notices and requests\n\nall notices and requests required under this agreement will be in writing and\nwill reference this agreement. notice will be deemed given upon delivery or\nreceipt of registered or certified mail, postage prepaid, return receipt\nrequested, to the addresses listed below:\n\nnotices to ivillage will be sent to:\n\n         ivillage,  lnc.,  170 fifth  avenue,  new york,  ny 10010,\n         vice president finances\/legal affairs.\n\nnotices to at&t will be sent to:\n\n         at&t  corp.:  295 n. maple  avenue;  basking  ridge,  n.j.\n         07920;  attn:  marlene beeler (or such other individual as\n         at&t may designate  from time to time),  at&t  interactive\n         group;  with  a  copy  to  the  \"general  attorney,   at&t\n         interactive group,\" at the same address.\n\n14.      assignment\n\n         14.1 no assignment. except as expressly provided in this section,\nneither party may assign this agreement without the prior written consent of the\nother party; except that no such consent will be required with a sale of all, or\nsubstantially all, of such party's assets, provided that in the case of\nivillage, such sale does not involve an entity whose \"primary business\" is a\nprovider of telecommunication services or whose affiliate is an entity whose\n\"primary business\" is a provider of telecommunication services. such consent\nshall be in the sole discretion of the party requested to give consent. any\nattempt to sublicense, assign or transfer\n\n\n                                       16\n\n\n\n\n(except as expressly provided herein) any of the rights, duties or obligations\nunder this agreement in derogation hereof shall be null and void.\n\n         14.2 at&t restructuring. by the provision of notice in accordance with\nthis agreement, at&t shall have the right to assign this agreement and to assign\nits rights and delegate its obligations and liabilities under this agreement,\neither in whole or in part (an \"assignment\") to (i) any entity that is, or that\nwas immediately preceding such assignment: a current or former subsidiary,\nbusiness unit, or division of at&t; or (ii) an entity in which at&t has an\nownership interest and that is licensed to promote and market the promoted at&t\nservices using the at&t brand. the notice of assignment shall state the\neffective date thereof. upon the effective date and to the extent of the\nassignment, at&t shall be released and discharged from all obligations and\nliabilities under this agreement. such assignment, release and discharge shall\nbe complete and shall not be altered by the termination of the affiliation\nbetween at&t and the entity assigned rights or delegated obligations and\nliabilities under this agreement.\n\n15.      general\n\n         15.1 this agreement will be governed by the laws of the state of new\nyork, regardless of what laws might otherwise apply under applicable choice of\nlaw rules. in the event of a dispute arising out of or relating to any matter\nunder this agreement that cannot be resolved by the parties, the dispute shall\nbe referred to a vice president of at&t and an officer of ivillage, who will\nattempt to resolve the dispute within 10 business days of such referral date. if\nsuch officers are unable to resolve the dispute within such 10 business day\nperiod, then either party may immediately seek to resolve the dispute pursuant\nto arbitration as set forth below. all disputes hereunder which cannot be\namicably resolved by the parties as described above, except those solely\nconcerned with at&t's intellectual property or ivillage's intellectual property,\nshall be settled exclusively by binding arbitration in accordance with the\ncommercial arbitration rules of the american arbitration association. the\narbitration shall be held in new york city, new york and shall be conducted by a\nsingle arbitrator who shall be a lawyer familiar with internet business. the\ndecision of the arbitrator shall be final and binding upon the parties and may\nbe enforced by either party in any court of competent jurisdiction. each party\nshall bear the cost of preparing and presenting its case. the costs of the\narbitration, including the fees and expenses of the arbitrator, will be shared\nequally by the parties unless the award otherwise provides. this provision shall\nnot be construed to prohibit either party from seeking preliminary or permanent\ninjunctive relief in any court of competent jurisdiction to the extent not\nprohibited by this agreement.\n\n         15.2 at&t licensed i.p. may be controlled for export purposes by the\nu.s. government. ivillage will not export, either directly or indirectly, at&t\nlicensed i.p. without at&t's prior consent and without first obtaining any\nrequired license or other approval from the u.s. department of commerce or any\nother agency or department of the united states government as required.\n\n         15.3 this is the entire agreement between at&t and relating to the\nsubject matter hereof and supersede all previous communications, representations\nor understandings, either oral or written, between the parties relating to the\nsubject matter hereof. no amendments will be\n\n\n                                       17\n\n\n\n\n\neffective unless in a writing signed by both parties. at&t and ivillage may from\ntime to time amend the aic trial plan or the promotion plan upon mutual\nagreement signed by both parties.\n\n         15.4 a waiver of a breach of any term of this agreement will not be\nconstrued as a waiver of any succeeding breach of that term or as a waiver of\nthe term itself. a party's performance after the other's breach will not be\nconstrued as a waiver of that breach.\n\n         15.5 ivillage acknowledges that any disclosure, commercialization, or\npublic use of the at&t licensed i.p. would cause irreparable injury to at&t and\nat&t may seek the grant of an injunction by any court of competent jurisdiction\nin the event of a threatened or actual breach.\n\n         15.6 this agreement may be executed in counterparts, each of which will\nbe deemed an original and together will serve to evidence the parties' binding\nagreement.\n\n\n\n\n                                       18\n\n\n\n\n                            exhibit a\n\n                      promoted at&t services\n\n--------------------------------------------------------------------------------\n\n    service                            bounty criteria for delivered customers\/\n                                                 other compensation\n--------------------------------------------------------------------------------\none rate online                        o  $[*] for each new approved ld account,\n                                          plus $[*] for each new approved ld\n                                          account active for at least 6 months,\n                                          plus $[*] if such new approved ld\n                                          account generates > $[*] of LD Revenue\n                                          (excludes taxes, refunds, etc.) on\n                                          average per month over such 6 month\n                                          period.\n\n                                       o  $[*] for each existing AT&T LD\n                                          customer who switches to One Rate\n                                          Online and is active for at least [*]\n                                          months.\n--------------------------------------------------------------------------------\nPre-Paid Calls                            [*]% of the retail value of cards\n                                          sold.\n--------------------------------------------------------------------------------\n\nAT&T Wireless                             $[*] for each new Approved Delivered\n                                       Wireless Customer, whose account is\n                                       active for at least [*] months, and who\n                                       did not terminate a separate wireless\n                                       services account with AWS at any time [*]\n                                       months prior to activation.\n--------------------------------------------------------------------------------\nAIC Services                              Bounty specifics to be agreed upon for\n                                       Controlled Introduction and General\n                                       Availability phases of the project and\n                                       will be based on learning from Market\n                                       Trial. Bounties will not be paid in the\n                                       Market Trial\n--------------------------------------------------------------------------------\nCo-Branded AnyWho                         Net Ad Revenues split [*]% to iVillage\n                                       and [*]% to AT&T, based on mutually\n                                       agreed upon rate cards. AT&T will receive\n                                       all Unsold Inventory in the Co-Branded\n                                       AnyWho.\n--------------------------------------------------------------------------------\nAT&T WorldNet(R) Service               o  $[*] for each Delivered Customer, plus\n                                          $[*] for each Delivered Customer that\n                                          remains with the service for [*]\n                                          months.\n--------------------------------------------------------------------------------\n\n\n                                       19\n\n\n\n                                    EXHIBIT B\n\n                                 PROMOTION PLAN\n\no  iVillage will provide the following minimum \"Anchor Positions\":\n\n   o  iVillage will provide an above the fold, persistent graphical,\n      AT&T-branded, promotional service area for the Promoted AT&T Services on\n      the following channel pages of the iVillage Sites.\n\n--------------------------------------------------------------------------------\n         iVillage Channel                      Placement within Channel\n--------------------------------------------------------------------------------\nParents Soup                              Sponsor Specials\n                                          Parents of Teens\n                                          Parents of School Age Children\n                                          Expecting Parents\n--------------------------------------------------------------------------------\nParents Place                             Sponsor Specials\n--------------------------------------------------------------------------------\nCareer                                    Front Page\n                                          Job Listings\n--------------------------------------------------------------------------------\nMember Center                             Front Page\n                                          E-Mail Main Page\n                                          Instant Messenger\n--------------------------------------------------------------------------------\nMoney Channel                             Main page - below the fold\n--------------------------------------------------------------------------------\n\n   o  iVillage will provide AT&T with an above the fold, persistent top level\n      home page graphical promotion lasting for one week, at least once per\n      Contract Quarter.\n\n   o  AT&T will also have at least 100% of the top level, standard-size, banner\n      space on all search result pages from all Key Words (defined in Exhibit F)\n      input by users on iVillage Sites.\n\n   o  Prominent, above the fold placement for an exclusive AT&T Communications\n      Area for Telecommunications Services in the iVillage Chat area.\n\n   o  On the \"top level\" home page of the Work From Home and Shopping Channels\n      (and other areas to be mutually agreed) on the on the iVillage Sites as\n      follows: (a) an above the fold, graphical, category exclusive, AT&T\n      branded link for the Co-branded Communications Center.\n\n\n                                       20\n\n\n\n\n   o  The graphical representation of the Click2Dial icons and other icons for\n      the AIC Services to be developed by AT&T and provided to iVillage will be\n      placed in the following locations: in the AT&T Communications Area (as\n      provided above), in the Co-Branded Communications Center, in prominent\n      locations, above the fold in the instant messaging and chat areas of the\n      iVillage Sites (specifically Parents Soup, Parents Place, Career, Work\n      from Home, and Relationships) and in other areas to be jointly determined\n      by AT&T and iVillage. AT&T shall have the right to recommend certain\n      positioning based on its own learnings regarding the AIC Services and to\n      target specific customer segments, and iVillage shall implement such\n      positioning provided shall recommendation is reasonable and consistent\n      with this Agreement.\n\n   o  A link for the Co-Branded AnyWho labeled \"Find a Person\" or another name\n      that is mutually agreed to, will be present, (a) on the Co-Branded\n      Communications Center and (b) in the Tools section of the Relationship\n      Channel and in the Quick Click tool (above the fold within the scroll box)\n      on the top level home page of the iVillage Sites. On any intermediate page\n      between the main directory link and the Co-Branded AnyWho, AT&T will have\n      a brand presence on such page and the search form for the Co-Branded\n      AnyWho will reside on that page. In accordance with the AIC Trial Plan,\n      iVillage will integrate the Clickable Directory feature into the\n      Co-Branded AnyWho. Links to AnyWho will not be counted towards the\n      Guaranteed Impression levels below.\n\n   o  If and when AT&T makes a yellow page service available to iVillage in\n      accordance with Section 2.5, a co-branded \"yellow pages\" will be directly\n      linked from the top level home pages of each of the iVillage Sites. If\n      iVillage implements a query page which incorporates both the White and\n      Yellow pages then only one link will be required.\n\no  iVillage will provide \"Promotional Positions\" for AT&T's Telecommunication\n   Services at locations mutually determined by iVillage and AT&T based on the\n   results of the learnings derived from marketing the Promoted AT&T Services on\n   the iVillage Sites during the Term.\n\no  iVillage will integrate AT&T marketing messages in its newsletters and email\n   campaigns at a minimum of once per month during the Term. The details of such\n   campaigns shall be worked out jointly by the parties and approved by each\n   party.\n\no  iVillage will develop and implement, at its sole expense, at least [*]\n   AT&T-specific promotions per Contract Year. The details of such promotions\n   shall be worked out jointly by the parties and approved by each party.\n\no  Except as provided in the following paragraph, iVillage guarantees [*] Pages\n   Views for combined Anchor Positions and Promotional Positions in the each\n   Contract Year (\"Guaranteed Impression Levels\"). The following shall not be\n   counted towards these Guaranteed Impression Levels: (1) promotion of the AT&T\n   sweepstakes pursuant to Section 1.4, (2) promotion of AnyWho White and Yellow\n   pages, (3) promotions of and links to the Co-Branded Communications Center.\n\n\n                                       21\n\n\n\no  If iVillage does not achieve [*] Clickthrus during the first Contract Year or\n   the Make Good Period, then the Guaranteed Impression Levels will be increased\n   in the second Contract Year based on the following schedule:\n\n--------------------------------------------------------------------------------\n                              Year Two Guaranteed         Year Two Guaranteed\n                               Impressions Levels          Impressions Levels\n                              if Annual Minimum is        if Annual Minimum is\n   Year One Clickthrus       $[*] under Section 3.2      $[*] under Section 3.2\n--------------------------------------------------------------------------------\n           [*]                        [*]                         [*]\n--------------------------------------------------------------------------------\n           [*]                        [*]                         [*]\n--------------------------------------------------------------------------------\n           [*]                        [*]                         [*]\n--------------------------------------------------------------------------------\n\no  iVillage will provide AT&T with specifications (i.e., pixel size and byte\n   size) for all Promotional Positions, Anchor Positions; and other uses of the\n   AT&T Marks on the iVillage Sites; provided that, unless the parties agree\n   otherwise, (1) no graphical representation of an AT&T Mark shall be less than\n   22 pixel height by 20 pixel width (if vertical) and 45 pixel width by 20\n   pixel height (if horizontal) and no text representation of an AT&T Mark shall\n   be smaller than the surrounding text for similar content and\/or offers on the\n   page (and in no event less than 16 pixels)and (ii) all representations of the\n   AT&T Marks shall otherwise conform to the reasonable AT&T Marcom Guidelines\n   as provided to iVillage by AT&T from time to time.\n\n\n\n\n\n\n                                       22\n\n\n\n                                    EXHIBIT C\n\n                                 AIC TRIAL PLAN\n\n         1. The following trial plan, as amended from time to time by mutual\nagreement of the parties (\"AIC Trial Plan\") sets forth additional terms under\nwhich AT&T and iVillage will cooperate in a trial (the \"AIC Trial\") whose goals\nare to integrate, test and promote on the iVillage Sites certain existing and\nfuture AT&T services, such as \"AT&T Click2Dial\", \"AT&T Chat 'N Talk\" and \"AT&T\nClick2Dial Directories\" (or their successors) that combine web-based services,\nwith both traditional and non-traditional (e.g., Internet Protocol )\ncommunication services (\"AIC Services\").\n\n         2. Introduction of AIC Services on the iVillage Site will be\nfacilitated through a joint learning and highly controlled trial environment\ninvolving a targeted and limited number of users at the iVillage Sites. The\nParties will work together to control access to these AIC Services during all\nTrial phases based upon the usage projections\/results and capacity limitations\nof the AIC Services.\n\n         3. AT&T will accept iVillage, and iVillage agrees to participate as, a\nMarket Trial participant for AT&T Chat 'N Talk, AT&T Click2Dial, and AT&T\nClick2Dial Directories that is expected to commence during the fourth quarter of\n1998.\n\n         4. In addition to its commitments in the Promotion Plan in Exhibit B,\niVillage will provide the following in conjunction with the AIC Services:\n\n         o  iVillage will integrate AT&T's Chat 'N Talk functionality within the\n            iVillage chat service.\n\n         o  Placement of Click2Dial icons at prominent locations, above the\n            fold, on the iVillage Sites and other areas to be jointly determined\n            by AT&T and iVillage.\n\n         o  iVillage will integrate the Click2Dial feature within all applicable\n            iVillage directories used to display telephone numbers, including\n            Yellow Pages and White Pages.\n\n         o  The Click2Dial Icons and Chat 'N Talk Icons that iVillage displays\n            on the iVillage Site shall be at least 120WX60H pixel size. AT&T\n            shall provide the banner ad or button in a \"jpeg\" or \"gif\" file\n            ready for posting.\n\n         o  iVillage will, at its expense, develop code to embed AT&T's\n            Click2Dial functionality in the iVillage Instant Messenger, when\n            available, or in other locations on the iVillage site to be jointly\n            determined by AT&T and iVillage.\n\n         5. AIC may, at its discretion, provide AT&T AIC software on the AT&T\nWorldNet Gold master disk for manufacture and distribution by iVillage.\n\n         6. iVillage will serve as Tier 1 customer support via email for AIC\nServices on the iVillage Sites, with a maximum response time of 24 hours. The\nparties will work together to\n\n\n                                       23\n\n\ndevelop a customer care program that provides response times and other customer\ncare support that is \"best in class\", considering both the type of AIC Service\ninvolved, the nature of the iVillage Site and both parties' concerns over\nprotecting their respective brands.\n\n         7. iVillage will provide relevant monthly usage reports for the AIC\nServices on the iVillage Sites. Reports from iVillage will include information\non (i) the page from which the use of the AIC Service originated, (ii) which\nfeature on the page was used, (iii) the number of impressions on that page, (iv)\nnotice of any schedule downtime of the AIC Services on the iVillage Sites, and\n(V) other information reasonably requested by AT&T. AT&T shall provide iVillage\nwith information at \"a summary level\" concerning the number of customers who\nsigned up for each AIC Service and the usage patterns of such customers.\n\n         8. Locations for iVillage's Use of Licensed AT&T I.P. are: New York or\nother locations as mutually agreed to by the parties.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       24\n\n\n\n\n\n                                    EXHIBIT D\n\n                               EDITORIAL STANDARDS\n\n         Subject to the last sentence of this Exhibit, neither the iVillage\nSites nor any product or service offered at the iVillage Sites shall contain:\n\n         1. Any matter which is libelous, defamatory or which discloses private\nor personal matters concerning any person, including home phone numbers and\naddresses, credit card information, and\/or user account information.\n\n         2. Any messages, data, images, programs, or other matter which are\nobscene or which contain racial, ethnic or religious slurs or similar epithets,\nor advocating violence, hate or other language that is deeply and widely\noffensive.\n\n         3. Any messages, data, images, programs, or other matter that would\nviolate the property fights of others, including unauthorized copyrighted text,\nimages or programs, trade secrets or other confidential proprietary information\nor trademarks or service marks used in an infringing fashion.\n\n         The foregoing shall not apply to third party information or materials\nthat may be located through end user queries on the iVillage Sites or materials\nposted on the iVillage Sites (including without limitation chat and bulletin\nboard areas of the iVillage Sites) by third parties for which iVillage receives\nno consideration.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       25\n\n\n\n                                    EXHIBIT E\n\n                                   DEFINITIONS\n\n         Capitalized terms used and not defined in the body of the Agreement\nshall have the following meaning:\n\n         \"Affiliate\" means a corporation or other entity that controls, is\ncontrolled by or is under common control with another corporation or entity,\nwhere \"control\" means the possession, directly or indirectly, of the power to\ndirect or cause the direction of the management policies of a person or entity,\nwhether through the ownership of voting securities, by contract or credit\narrangement, as trustee or executor, or otherwise. In the case of AT&T,\nAffiliates shall include any venture in which AT&T has an equity stake or any\nother contractual venture formed for the purpose of offering an AT&T product or\nservice covered under this Agreement.\n\n         \"AIC Trial\" is defined in Exhibit C.\n\n         \"AIC Trial Plan\" is defined in Exhibit C.\n\n         \"AIC Services\" is defined In Exhibit C.\n\n         \"Anchor Positions\" is defined in Exhibit B.\n\n         \"AT&T Licensed I.P.\" means (1) Intellectual Property embodied in AT&T's\nCallBroker client libraries and APIs, including the modules and specifications\nthat: (i) define the basic programming interface exposed to CallBroker clients\nand provides for control of voice calls from a client via a Java APIs and\/or\nHTTP APIs; (ii) implement the authentication methods used by CallBroker (CB)\nclients; and (iii) provide support for the ASCII message protocol used for CB\nclient to CB server communications; and (2) documentation (including information\nprovided orally or in other intangible forms) related to the Call Broker client\nlibraries, including: API definitions; and software installation and\nadministration guides; and (3) any derivative works (including Object Code\nderived from modified or unmodified Source Code), modifications or improvements\nof any of the above provided by AT&T to iVillage from time to time.\n\n         \"AT&T Marks\" means the names, trademarks. services marks, text, logos\nor other insignia of AT&T and its Affiliates that iVillage uses on the iVillage\nSites in accordance with Section 8.1.\n\n         \"Change in Control\" means the direct or indirect acquisition of 25% or\nmore of the outstanding voting shares of iVillage or the acquisition of the\nability, by contract or otherwise, to direct or control the management of\niVillage.\n\n         \"Clickthrus\" means that a user has clicked on an AT&T Anchor or\nPromotional Position and received a full Page View from an AT&T Site. The\nfollowing shall not be counted as Clickthrus: (1) promotion of the AT&T\nsweepstakes pursuant to Section 1.4, (2) promotion of AnyWho White and Yellow\npages, and (3) promotions of and links to the Co-Branded Communications Center.\n\n\n                                       26\n\n\n\n         \"Co-Branded AnyWho\" is defined in Section 1.3.\n\n         \"Co-Branded Communications Center\" is defined in Section 1.2.\n\n         \"Confidential Information\" means (a) the terms and conditions of this\nAgreement; (b) each party's trade secrets, business plans, strategies, methods\nand\/or practices; (c) any and all information governed by any now-existing or\nfuture non-disclosure agreement between the parties; and (d) any other\ninformation relating to either party that is not generally known to the public,\nincluding information about either party's personnel, products, customers,\nmarketing strategies, services or future business plans and any learning\nconcerning the other party's customers, products or services generated as a\nresult of the promotional activities on the iVillage Sites or the AIC Trial.\nNotwithstanding the foregoing, the term \"Confidential Information\" specifically\nexcludes (i) information that is now in the public domain or subsequently enters\nthe public domain by publication or otherwise through no action or fault of the\nother party; (ii) information that is known to either party without restriction,\nprior to receipt from the other party under this Agreement, from its own\nindependent sources and which was not acquired from the other party or as a\nresult of the activities under this Agreement; (iii) information that either\nparty receives from any third party having a legal right to transmit such\ninformation, and not under any obligation to keep such information confidential;\nand (iv) information independently developed by either party's employees or\nagents provided that either party can show that those same employees or agents\nhad no access to the Confidential Information received hereunder.\n\n         \"Contract Quarter\" means, for the first Contract Quarter, the calendar\nquarter beginning on the Deployment Date and ending 3 calendar months following\nthe Deployment Date (on the same day of the month as the Deployment Date); each\nsubsequent Contract Quarter shall end on that same day of the month in the\nsubsequent calendar quarter, adjusted as required pursuant to Section 3.4 and\nadjustments to the Contract Year.\n\n         \"Contract Year\" means, for the first Contract Year, the calendar year\nbeginning on the Deployment Date and ending on the one year anniversary of the\nDeployment Date (on the same day of the month as the Deployment Date). If there\nis a Make Good Period in accordance with Section 3.4, the second Contract Year\nshall begin on the expiration or termination, as the case may be, of the Make\nGood Period and shall end on the 1 year anniversary thereof or as extended\npursuant to Section 3.4. If there is no Make Good Period in the first Contract\nYear, then the second Contract Year shall begin on the 1 year anniversary of the\nDeployment Date and shall end on the 1 year anniversary thereof or as extended\npursuant to Section 3.4.\n\n         \"Damages\" means any loss, debt, liability, damage, obligation, claim,\ndemand, judgment or settlement of any nature or kind, known or unknown,\nliquidated or unliquidated, including without limitation all reasonable costs\nand expenses incurred (legal, accounting or otherwise).\n\n         \"Delivered Customer\" means an approved AT&T customer (a) who\nelectronically links directly from the tracking URLs established for the Anchor\nPositions and Promotional Positions on the iVillage Sites to an AT&T website (b)\nwho electronically registers to become a customer of the Promoted AT&T Services\non such AT&T website (c) whose order is processed and accepted by AT&T and (d)\nwho meets the relevant criteria established in Exhibit A. In the event of a\ndispute as to whether an AT&T customer meets the conditions of the preceding\nsentence and\n\n\n                                       27\n\n\n\nof Exhibit A or was the result of another marketing effort, the confirmed\ncustomer enrollment that Is first in time to be received by AT&T shall determine\nthe eligibility for compensation. For purposes of bounties for AT&T WorldNet\nService, \"Delivered Customer\" means, in addition to the above, a person or\nentity who (I) has registered, and has been billed, for iVillage Online; and\n(II) has paid at least [*] of Subscriber Revenue to AT&T using the iVillage\nOnline during the first three months after registration. \"Subscriber Revenue\"\nmeans any revenue derived from iVillage Online that is received by AT&T from a\nDelivered Customer, less rebates and refunds, and less any federal, state or\nlocal taxes based on such fees (except taxes based an AT&T's net income). In no\nevent shall Subscriber Revenue be deemed to Include unbundled charges for\ntransport, tarriffed services not bundled with iVillage Online, or value added\nInternet-related services (e.g., hosting, security, directory, content services,\nproducts, etc.). No bounties shall be payable for subscribers to iVillage Online\nwho register for the service through AT&T WorldNet Alliance Marketing Program.\n\n         \"Delivered Wireless Customer\" means a customer who meets the definition\nof a Delivered Customer and (i) who places an order with AT&T Wireless Services\nfor Service on an authorized rate plan in an area served by AT&T Wireless\nServices, (ii) who is accepted by AT&T Wireless Services, (iii) for whom\nwireless voice service is activated and a wireless telephone number assigned,\n(iv) whose wireless voice service has not been terminated prior to [*] months\nafter such subscribers activation date and whose account has remained in good\nstanding throughout this period, and (v) who did not terminate a separate\nwireless services account with AT&T Wireless Services at any time within [*]\ndays prior to such subscriber's activation date, when an individual or entity\nplaces more than one order and each order is for a different wireless telephone\nnumber to be assigned to a separate wireless telephone and electronic; serial\nnumber, each order will be treated as a separate Delivered Wireless Customer.\n\n         \"Deployment Date\" is defined in Section 1 0.\n\n         \"Guaranteed Impressions Levels\" is defined in Exhibit B.\n\n         \"Insolvent\" means a party is unable to pay its debts as they become\ndue, files or has filed against it a petition under any bankruptcy law (which.\nif involuntary, is not dismissed within 60 calendar days), proposes any\ndissolution, liquidation, composition, financial reorganization, or\nrecapitalization with creditors, makes an assignment or trust mortgage for the\nbenefit of creditors, or that a receiver, manager trustee, custodian, or similar\nagent is appointed or takes possession with respect to any major property or\nbusiness of that party.\n\n         \"Intellectual Property\" means all intellectual property protectible by\nlaw throughout the world, including all copyrights (including the exclusive\nright to reproduce, distribute copies of, display, and perform the copyrighted\nwork and to prepare derivative works), copyright registrations and applications,\ntrademark rights (including trade dress), trademark registrations and\napplications. patent rights (including the right to apply therefor), patent\napplications therefor (including the right to claim priority under applicable\ninternational conventions) and all patents issuing thereon, and inventions,\nwhether or not patentable, together with all utility and design, know-how,\nspecifications, trade names, mask-work rights, trade secrets, moral rights,\nauthor's rights, algorithms, rights In packaging, goodwill, and other\nintellectual property rights, as may exist now and hereafter come into\nexistence, and all renewals and extensions thereof, regardless\n\n\n                                       28\n\n\n\nof whether any of such rights arise under the laws of the United States or of\nany other state, country, or jurisdiction.\n\n         \"iVillage Sites\" is defined in Recital B.\n\n         \"iVillage Marks\" means the names, trademarks, services marks, text,\nlogos or other insignia of iVillage and its Affiliates that iVillage provides to\nAT&T for use in accordance with Section 8.2\n\n         \"Key Words\" are attached as Exhibit F.\n\n         \"Net Advertising Revenues\" means gross consideration actually received\nby iVillage derived from advertising, which consideration is paid or credited at\nany time to iVillage or to any Affiliate of iVillage, without deductions except\nreasonable and actual commissions for which iVillage has satisfactory\ndocumentation and which shall not exceed 20 percent of such gross consideration.\n\n         \"Page View\" means a full page viewed by a user, Multiple AT&T Marks on\na page shall count as one Page View. Cached pages shall not count as Page Views.\n\n         \"Promotional Positions\" is defined In Exhibit B.\n\n         \"Telecommunication Service(s)\" means, for both residential and\nbusiness, (1) outbound and inbound local and long distance service, including\nintralata, interstate, intrastate, international and toll-free services; (2)\ncalling cards and prepaid cards, including those for use both domestically and\ninternationally, and credit and debit cards whose primary purpose is calling\ncharges, (3) operator services, including collect calling, billed to third\nparties and other operator handled services, (4) directory assistance; (5)\nconference calling; (6) private line and dedicated services; (7) online billing\nand paper billing services for all telecommunication services; (except as part\nof a general utility for bill presentment where billing for telecommunication\nservices is one of many billing options presented to the users), (8) analog,\ndigital, PCS and other wireless services; (9) telephony or any other\nvoice-enabled service using Internet Protocol or any other packet-switching\nprotocol; (10) internet-enhanced telecommunication services or any other service\nusing Internet Protocol or any other packet-switching protocol to interact with\nthe circuit-switched network, such as the AIC Services; (11) unified messaging\n(i.e., a service that incorporates voice messaging with other messaging such as\nemail or fax, (12) directories (such as yellow page directories, white pages,\ngovernmental listings, and email directories), (13) Internet access or online\nservices, and (14) any other communication service offered by AT&T (other than\nUnavailable Communication Services as defined in Section 2).\n\n         \"Unsold Inventory\" means all inventory for advertisement or promotional\nspace other than inventory that iVillage sells to third parties.\n\n\n                                       29\n\n\n\n                                    EXHIBIT F\n\n                                    KEY WORDS\n\n*Available to AT&T unless and until the party owning such mark enters into an\nagreement with iVillage to use such keyword (upon expiration of such agreement\nthe keyword will revert back to AT&T).\n\n**AT&T will not have exclusive rights to such keyword, but will have a\nmeaningful percentage of the rotation for such keyword.\n\n***AT&T will have exclusive rights unless and until iVillage has an agreement\nwith a provider of an Unavailable Telecommunication Service to provide such\nkeyword.\n\n*                                 Truevoice                Phone service\n                                  **Voice                  Long distance\n*                                 *                        phone card\nAT&T                              Wireless                 toll free\nAT&Twireless                      1888                     true voice\nATT                               1-888                    call att\n*                                 800                      telephone service\n*                                 888                      digital pcs\nCall(s)                           1-800                    one rate\nCallATT                           1800                     wireless service(s)\nCalling                                                    collect call(s)(ing)\nCallingcard                                                wireless phone\nCarrier                                                    wireless messaging\n                                 \nCellphone(s)                      Telecommunications\nCellular                          Teleconferencing         mobile phone\nCellulartelephone                 Telephone(s)             ***IP telephony\nCollect                           Tollfree                 ***Internet telephony\nDirectory                                                  Conferencing\n*                                                          Conferencing calls\nIsdn                                                       Communications\nLocal                            \nLCI                                                        Anonymous chat\nLD                                                         Voice chat\nLong Distance Carrier(s)         \nLong Distance telephone          \n*                                \nMobile                           \n**Moving                         \nPhone number                     \nOnerate                          \nPCS                              \nPhone(s)                         \nPrepaid                          \n*                                \n*\n*\n*\nTelecom\n                                       30\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6783],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9619],"class_list":["post-42703","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-t-corp","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42703","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=42703"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42703"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42703"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42703"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}