{"id":42965,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/website-affiliation-agreement-webhelp-com-inc-and-24-7-media.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"website-affiliation-agreement-webhelp-com-inc-and-24-7-media","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/website-affiliation-agreement-webhelp-com-inc-and-24-7-media.html","title":{"rendered":"Website Affiliation Agreement &#8211; Webhelp.com Inc. and 24\/7 Media Inc."},"content":{"rendered":"<pre>                                                                          [LOGO]\n\n                                 24\/7 MEDIA INC.\n\n                               WEBSITE AFFILIATION\n                                    AGREEMENT\n\n      Master Affiliation Agreement, dated November 9, 1999 (the 'Agreement')\nbetween Webhelp.com Inc. (the 'Affiliate'), with an address set forth on the\nsignature page hereto, and 24\/7 Media, Inc., a Delaware corporation with an\naddress at 1250 Broadway, 28th floor, New York, NY 10001, that operates the 24\/7\nNetwork for which it solicits Advertisers regarding the placement of Advertising\nfor display on Pages and to which the Tags can be affixed as provided herein.\n\n      The Affiliate and 24\/7 wish to enter into the relationship as set out in\nthis Agreement. All capitalized terms used in the Agreement and any exhibit\nattached to the Agreement have the meanings set forth in Section A below.\n\n      In consideration of the foregoing, the mutual covenants and agreements\ncontained herein and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, it is agreed as follows:\n\n                                   SECTION A.\n                                   DEFINITIONS\n\n1.    'Advertisers' means advertisers, advertising agencies, sponsors,\n      promotional partners, media buying services or other similar entities\n      that, whether directly or through its advertising agency, promote itself,\n      its brands or its products or services.\n\n2.    'Advertising' or 'Advertisements' means the material that promotes a brand\n      or a product or a service through advertising banners, text links,\n      buttons, jump pages and similar promotional devices as well as all\n      elements of a sponsorship or promotion.\n\n3.    'Advertising Sales Revenue' means the revenue generated by 24\/7 from the\n      sale of Advertising on the Web Site(s).\n\n4.    'Affiliate' means the party listed on the signature page hereto that is\n      the operator and owner of the Web Site(s) specified on the signature page\n      hereto.\n\n5.    'Affiliate Technology' means all hardware, software, programs, codes,\n      trade names, technology, intellectual property, licenses, patents,\n      trademarks, copyrights, trade secrets, know-how, and processes used by\n      Affiliate under this Agreement.\n\n6.    'Agreement' means this Agreement and any exhibits attached hereto, as the\n      same may be amended, supplemented or modified in accordance with the terms\n      hereof.\n\n\n7.    'Appended Data' means the demographic or other information owned by 24\/7\n      that is attached or appended to the Registration Data for use in the\n      Database.\n\n8.    'Bad Debt' means receivables for billed Net Advertising Sales Revenue in\n      which collection has not been made and, in accordance with the criteria\n      set by 24\/7, is deemed uncollectible.\n\n9.    'CPM' means the dollar cost per thousand Advertisements or impressions\n      with respect to Advertising sold by 24\/7 to an Advertiser.\n\n10.   'Database' means 24\/7's Profilz(TM) co-operative database of Internet\n      users that compiles demographic and other information of Internet users\n      for the purposes of delivering profile-targeted Advertising to Internet\n      users.\n\n11.   'DMA' means the Direct Marketing Association.\n\n12.   'E-Commerce Service' means the 'click2buy.com' e-commerce service and\/or\n      other e-commerce services owned by 24\/7.\n\n13.   'Effective Date' means the date first written above.\n\n14.   'Net Advertising Sales Revenue' means the Advertising Sales Revenue, less\n      any advertising agency commissions retained by the advertising agency or\n      paid by 24\/7 to the advertising agency.\n\n15.   'Pages' means the pages, screens, and other segments or spaces on the Web\n      site(s).\n\n16.   'Registration Data' means the information and data gathered by Affiliate\n      pertaining to its Internet users of its web site for use in the Database.\n\n17.   'Royalty' means the payment by 24\/7 to Affiliate comprised of the\n      Affiliate's portion of Net Advertising Revenue as set forth in Section\n      C.3. of this Agreement.\n\n18.   'Tag(s)' means a unique tag, or graphical element in a fixed location on a\n      Page designed for the delivery of Advertising, in HTML\/Java or other\n      appropriate languages that are affixed appropriately by Affiliate to the\n      Web Site's Pages to enable 24\/7 to serve Advertising to those Pages.\n\n19.   'Term' means the term of this Agreement, as determined pursuant to Section\n      C.4. of this Agreement.\n\n20.   '24\/7' means 24\/7 Media, Inc., a Delaware corporation, and its\n      subsidiaries.\n\n21.   '24\/7 Data' means the data, names, phone numbers, addresses and other\n      information collected by 24\/7 from the registration of users on the 24\/7\n      Network, the 24\/7 Mail Network or the Database or other sources.\n\n22.   '24\/7 Mail Network' means the network of email lists for which 24\/7\n      solicits Advertisers regarding the placement of Advertising for display in\n      messages distributed to email lists;\n\n23.   '24\/7 Network' means the network of Internet Web sites for which 24\/7\n      solicits Advertisers regarding the placement of Advertising for display on\n      Pages.\n\n24.   '24\/7 Technology' means all hardware, software, programs, codes, trade\n      names, technology, intellectual property, licenses, patents, trademarks,\n      copyrights, trade secrets, know-how, and processes used by 24\/7 under this\n      Agreement.\n\n25.   'Web Site(s)' means Internet Web site(s) owned by Affiliate specified on\n      the signature page hereto.\n\n\n2                                    Page 2\n\n\n                                   SECTION B.\n                               SCOPE OF AGREEMENT\n\n      The Affiliate hereby grants to 24\/7 the worldwide exclusive right to sell\nall Advertising on the Web Site(s).\n\n                                   SECTION C.\n                                      TERMS\n\n1.    Obligations of Affiliate, The Affiliate represents, warrants, covenants\n      and agrees:\n\n      A.    to use its best efforts to maintain the Web Site and the Web Site's\n            Pages in a manner consistent with the intent and purpose of the Web\n            Site as at the date first written above;\n\n      B.    to insert the Tags on each of the Web Site's Pages in such a manner\n            as to assure that the Advertising to be affixed to said Tag is fully\n            and clearly visible on the first Web Site Page viewed when that Page\n            is viewed at a 640 x 480 pixel resolution;\n\n      C.    to insert a button with the 24\/7 logo on the Web Site's home page\n            directing potential advertisers to the 24\/7 web site.\n\n      D.    to notify 24\/7 within one business day from the time of notice when\n            any new Advertising is given of the Affiliate's rejection of any new\n            Advertising. Failure to provide timely notice of rejection of the\n            new Advertising shall be deemed acceptance thereof, until such time\n            as Affiliate notifies 24\/7 of Affiliate's rejection thereof, at\n            which time 24\/7 will use its best efforts to remove the Advertising;\n\n      E.    to furnish 24\/7 with all subscribership, viewership, inventory, and\n            usage reports, reviews and audience studies, deliveries, census\n            requirements, and any other information regarding the Web Site and\n            the Web Site's Pages as is reasonably available to the Affiliate and\n            appropriate for use by 24\/7 for the sale of Advertising, provided,\n            that such reports are subject to the confidentiality obligations of\n            the parties set forth in this Agreement;\n\n      F.    not to engage, contract with, license or permit any person, firm or\n            entity (including the Affiliate and its employees) other than 24\/7\n            and its employees to sell, or represent the Affiliate for the sale\n            of, Advertising on the Web Site and to refer all advertising\n            inquiries to 24\/7.\n\n2.    Obligations of 24\/7 Media, Inc. 24\/7 represents, warrants, covenants and\n      agrees:\n\n      A.    to provide the Affiliate, during the Term and only for use in the\n            performance of this Agreement, with unique Tags;\n\n      B.    to utilize its best efforts to solicit and sell to Advertisers'\n            Advertising on the Web Site's Pages, (including sales of the Web\n            Site as a single site, through multi-site packages and through the\n            24\/7 Network package) at such prices as 24\/7 shall deem appropriate;\n\n      C.    to deliver and serve Advertising to the Web Site's Pages;\n\n      D.    to provide the Affiliate with notice, via on-line posting or email,\n            of new Advertising that has been solicited by 24\/7 to be displayed\n            on the Web Site's Pages, and to honor any decision by Affiliate to\n            decline any Advertising, in accordance with the provisions in\n            Section C.1.D of this Agreement; \n\n\n3                                    Page 3\n\n\n      E.    to provide the Affiliate with real-time access to records that will\n            allow it to monitor the volume of paid Advertising delivered to the\n            Web Site's Pages and the revenue earned (subject to billing\n            corrections and accounting adjustments) thereby, provided, that such\n            records are subject to the confidentiality obligations of the\n            parties set forth in this Agreement; all such records, including\n            data, statistical information or other traffic analysis, produced or\n            provided by 24\/7 shall be the joint property of 24\/7 and Affiliate;\n\n      F.    to deliver to the Affiliate a monthly statement ('Statement')\n            showing the Royalty earned by Affiliate during the calendar month\n            and any sum(s) due the Affiliate on account thereof pursuant to\n            Section C.3. of this Agreement; each Statement shall be final and\n            binding on the Affiliate, unless the Affiliate objects in writing\n            thereto within 60 days of receipt of the relevant Statement;\n            notwithstanding the foregoing, 24\/7 shall not be responsible for\n            uncollectible or Bad Debts of Advertisers nor any default on the\n            part of Advertisers; and\n\n      G.    to maintain suitable and qualified personnel in administrative,\n            sales and technical positions necessary for 24\/7 to perform\n            effectively the terms of this Agreement.\n\n3.    Payments.\n\n      A.    Advertisers shall be directed to pay to 24\/7 all cash and other\n            consideration generated from the sale of Advertising by 24\/7 during\n            the term of this Agreement and for a period of six months following\n            the termination of this Agreement (except for sponsorships, with\n            respect to which payments shall be made to 24\/7 and a percentage\n            shall be retained by 24\/7 for the duration of the sponsorship\n            regardless of the date of termination of this Agreement).\n\n      B.    24\/7 shall deliver to Affiliate the Royalty on the terms and\n            conditions set forth in Section C.3.C. of this Agreement, provided\n            that 24\/7 may retain the amount due to Affiliate until the Royalty\n            due Affiliate exceeds $50 in the aggregate.\n\n      C.    24\/7 shall pay to the Affiliate the Royalty equal to the Affiliate's\n            entire share of the Net Advertising Sales Revenue earned during that\n            month (after accounting adjustments) and collected by 24\/7 pursuant\n            to the related invoicing, and 24\/7 shall retain 30%\n\n      D.    The Affiliate may elect to have 24\/7 serve promotional or barter\n            advertisements not sold by 24\/7, for which Affiliate will pay 24\/7 a\n            serving fee of $2.50 CPM; such advertisements shall not exceed\n            thirty percent (30%) of the Pages.\n\n      F.    In the event any Advertiser remits any payment for Advertising\n            directly to the Affiliate rather than to 24\/7, the Affiliate agrees\n            to make prompt payment to 24\/7 of any and all such payments.\n\n      F.    Affiliate agrees that it is obligated to compensate 24\/7 on any\n            business contracted with 24\/7 Media prior to termination date.\n\n4.    Term.\n\n      A.    The Term of this Agreement will commence on the Effective Date, will\n            continue for one year from the Effective Date, and will renew\n            automatically for additional periods of one year, unless otherwise\n            terminated pursuant to the terms of this Agreement. Either party may\n            terminate the Agreement by giving written notice to the other party\n            no earlier than eight months after the Effective Date. Termination\n            will be effective four (4) months after the date on which written\n            notice is given, provided that notice is given pursuant to the terms\n            of Section C.13. of this Agreement, to the other party.\n\n      B.    Notwithstanding Section C.4.A. of this Agreement, this Agreement may\n            be terminated by either party on 60 days' prior written notice to\n            the other party upon the occurrence of a material breach by the\n            other party of any covenant, duty or undertaking herein, which\n            material\n\n\n4                                    Page 4\n\n\n            breach continues without cure for a period of 30 days after written\n            notice of such breach is received by the breaching party from the\n            non-breaching party.\n\n      C.    Notwithstanding Section C.4.A. or C.4.B. of this Agreement, this\n            Agreement may be terminated by 24\/7 on written notice to the\n            Affiliate upon the occurrence of a breach by Affiliate of its\n            covenants under Section C.7. of this Agreement, which breach\n            continues without cure for a period of more than 48 hours after\n            written notice of such breach is received by Affiliate from 24\/7, or\n            which breach occurs on more than two occasions; and 24\/7 shall have\n            the right and option to de-activate the Tags on the Pages or to\n            adjust the royalty due to Affiliate set forth in Section C.3. of\n            this Agreement upon the occurrence of a breach of Section C.7.C. of\n            this Agreement, which breach continues without cure for a period of\n            more than 48 hours after which written notice of such breach is\n            received by Affiliate from 24\/7.\n\n      D.    Notwithstanding Section C.4.A. or C.4.B. of the Agreement, the\n            Agreement may be terminated by 24\/7 on 30 days' prior written notice\n            to the Affiliate if the number of available Pages in any two\n            consecutive months is less than one million average per month or if\n            the average click-through rate for the Advertisements served on the\n            Web Site(s) for any three-month period is less than 0.25%.\n\n      E.    Affiliate further covenants and agrees that the maximum rotation\n            rate of advertising displayed on the Web Site will not exceed one\n            banner every sixty seconds; and if such rate is exceeded, then 24\/7\n            shall have the right and option to terminate the Agreement if such\n            breach continues without cure for a period of more than 48 hours\n            after written notice of such breach is received by Affiliate from\n            24\/7 of such breach, or which breach occurs on more than two\n            occasions.\n\n5.    Intellectual Property.\n\n      A.    The 24\/7 Technology will remain the sole property of 24\/7 and\n            Affiliate will have no rights, title or interest in the 24\/7\n            Technology. The Affiliate Technology will remain the sole property\n            of Affiliate and 24\/7 will have no rights, title or interest in the\n            Affiliate Technology. Upon the expiration or termination of this\n            Agreement, each party agrees that it will promptly return all\n            information, documents, manuals and other materials belonging to the\n            other party except as otherwise provided in this Agreement or any\n            exhibits hereto.\n\n      B.    Upon termination or expiration of this Agreement. 24\/7 will retain\n            ownership of and all rights, title and interest in the 24\/7 Data,\n            with the exception of the rights granted Affiliate pursuant to 2E\n            and 2F.\n\n6.    Confidentiality, 24\/7 and Affiliate covenant to each other that neither\n      party will disclose to any third party (other than its employees and\n      directors, in their capacity as such, and the employees and directors of\n      any affiliate on a need to know basis so long as they are bound by the\n      terms of this Agreement) any information regarding the terms and\n      provisions of this Agreement or any nonpublic confidential information,\n      which information a reasonable person would consider confidential or which\n      is marked as 'confidential' or 'proprietary', except (i) to the extent\n      necessary to comply with any law or valid order of a court of competent\n      jurisdiction (or any regulatory or administrative tribunal), in which\n      event the party so complying shall so notify the others as promptly as\n      practicable (and, if possible, prior to making any disclosure) and shall\n      seek confidential treatment of such information, if available; (ii) as\n      part of its normal reporting or review procedure to its auditors or its\n      attorneys, as the case may be, so long as they are notified of the\n      provisions of this Agreement; (iii) in connection with any filing with any\n      governmental body or as otherwise required by law, including the federal\n      securities laws and any applicable rules and regulations of any stock\n      exchange or quotation system; and (iv) in a confidential disclosure made\n      in connection with a contemplated financing, merger, consolidation or sale\n      of capital stock of 24\/7 or the Affiliate. Information which is or should\n      be reasonably understood to be confidential or proprietary includes, but\n      is not limited to, information about the 24\/7 Network, the 24\/7 Mail\n      Network, the Database, the E-Commerce Service, sales, cost and other\n      unpublished financial information, product and business plans,\n      projections, marketing data, and sponsors, but shall not include\n      information (a) already lawfully known to or independently developed by a\n      party, (b) \n\n\n5                                    Page 5\n\n\n            disclosed in published materials, (c) generally known to the public,\n            (d) lawfully obtained from any third party or (e) required to be\n            disclosed by law.\n\n7.    Content of Web Site.\n\n      A.    Affiliate covenants and agrees not to knowingly include or provide\n            via the Web Site, and agrees to remove from the Web site any\n            material that is : (i) libelous, pornographic, obscene, or\n            defamatory under any federal or state law; (ii) an infringement of\n            any third party's intellectual property rights (including copyright,\n            patent, trademark, trade secret or other proprietary rights); or\n            (iii) an infringement on any third party's rights of publicity or\n            privacy. Affiliate further covenants and agrees, with respect to the\n            operation of its Web Site and its Pages, to comply with all laws,\n            statutes, ordinances, and regulations.\n\n      B.    Affiliate agrees to place prominently on its Web Site(s) and to\n            operate in accordance with and to comply with a privacy statement or\n            policy that adheres to or exceeds widely-accepted industry\n            guidelines, such as the TRUSTe Privacy Program, the Better Business\n            Bureau Privacy Practices or the DMA-accepted privacy statements.\n            Affiliate agrees to provide a text-link or hyper-link on its Web\n            Site(s) to the privacy policy of 24\/7 posted on its main web site at\n            www.247media.com. Affiliate agrees to continuously monitor and\n            enhance its privacy policy and the management and use of information\n            collected from Internet users to conform to industry standards for\n            the Term.\n\n      C.    Affiliate agrees not to include or provide via the Web Site or the\n            Pages (or in any chat room directly or indirectly connected\n            therewith) any language, content or material that is or may\n            reasonably be considered to be a direct or indirect incentive aimed\n            at a user to repetitively click on Advertising that is displayed on\n            the Web Site and receive, as consideration for such clicks, cash,\n            cash equivalents or other tangible benefit; and Affiliate agrees not\n            to take any action or encourage any conduct in relation to its Web\n            Site or Pages that is or may reasonably be considered adverse to the\n            interests of Advertisers that advertise on the Web Site.\n\n8.    Indemnification.\n\n      A.    Affiliate shall indemnify and hold harmless 24\/7, its advertisers\n            and other suppliers and any related third parties, against and in\n            respect of any and all third party claims, suits, actions,\n            proceedings (formal and informal), investigations, judgments,\n            deficiencies, damages, settlements, liabilities, and legal and other\n            expenses (including reasonable legal fees and expenses of attorneys\n            chosen by 24\/7) as and when incurred, arising out of or based upon\n            any act or omission or alleged act or alleged omission by Affiliate\n            in connection with the acceptance of, or the performance or\n            non-performance by Affiliate of, any of its duties under this\n            Agreement or arising from the breach by Affiliate of its warranties,\n            representations or covenants contained in this Agreement. Affiliate\n            shall promptly notify 24\/7 of all claims and proceedings related\n            thereto of which Affiliate becomes aware.\n\n      B.    24\/7 shall indemnify and hold harmless the Affiliate, against and in\n            respect of any and all third party claims, suits, actions,\n            proceedings (formal and informal), investigations, judgments,\n            deficiencies, damages, settlements, liabilities, and legal and other\n            expenses (including reasonable legal fees and expenses of attorneys\n            chosen by Affiliate) as and when incurred, arising out of or based\n            upon any act or omission or alleged act or alleged omission by 24\/7\n            in connection with the acceptance of, or the performance or\n            non-performance by 24\/7 of, any of its duties under this Agreement\n            or arising from the breach by 24\/7 of its warranties,\n            representations or covenants contained in this Agreement. 24\/7 shall\n            promptly notify Affiliate of all claims and proceedings related\n            thereto of which 24\/7 becomes aware.\n\n9.    Affiliate Representations and Acknowledgements. Affiliate represents,\n      warrants and acknowledges the following:\n\n\n6                                    Page 6\n\n\n      A.    that Affiliate has the authority to enter into this Agreement and to\n            perform its obligations hereunder, that it has the right to grant\n            the rights granted to 24\/7 hereunder, and that it has the authority\n            to make the Web Site and the Pages available for Advertising.\n\n      B.    that 24\/7 has an ownership interest in the E-Commerce Service and\n            that the E-Commerce Service includes the placement of Advertising\n            and promotional banners on the 24\/7 Network, generally on a basis\n            and on terms no more favorable to click2buy.com than would be made\n            available to a party not affiliated with 24\/7. Affiliate has the\n            option to reject Advertising that employs the E-Commerce Service.\n\n      C.    that 24\/7 owns and operates the Database and that the Affiliate\n            understands and agrees that the payment in respect of Advertising\n            sold that employs the Database shall be calculated by subtracting\n            from the gross revenue generated from the delivery of Advertising an\n            advertisers' fee for the use of the Database, which advertisers' fee\n            shall be disclosed to the Affiliate prior to the commencement of\n            this Agreement, shall reasonably reflect 24\/7's cost of developing\n            and operating the Database and may change from time to time.\n            Affiliate has the option to reject Advertising that employs the\n            Database.\n\n      D.    that 24\/7 is acting solely as a conduit distributor and marketer of\n            the Advertising and that it has no responsibility for the content of\n            the Advertising and\/or the Web Site(s)\n\n10.   No Poaching. Affiliate agrees that, during the Term and for a period of\n      one year from the end of the Term, neither it nor its affiliates will\n      solicit or recruit the services of any 24\/7 employees, or hire any such\n      employees.\n\n11.   Amendment and Waiver; Successors and Assigns. No failure or delay on the\n      part of any party hereto in exercising any right, power or remedy\n      hereunder shall operate as a waiver thereof, nor shall any single or\n      partial exercise of any such right, power or remedy preclude any other or\n      future exercise thereof or the exercise of any other right, power or\n      remedy. The remedies provided for herein are cumulative and are not\n      exclusive of any remedy that may be available to the parties at law, in\n      equity or otherwise. This Agreement shall not be amended, waived,\n      modified, assigned or transferred except by a written consent to that\n      effect signed by Affiliate and 24\/7, provided, that 24\/7 may transfer or\n      assign this Agreement without the consent of Affiliate in the event of a\n      merger of 24\/7 with, or a sale or all or substantially all of its assets\n      to, a third party. This Agreement shall inure to the benefit of and be\n      binding on the successors and permitted assigns of the parties hereto.\n      Affiliate agrees that if it assigns or transfers this Agreement, it shall\n      cause such successor, assignee, or transferee to assume all of the\n      Affiliate's obligations hereunder. Any assignment, transfer, or assumption\n      shall not relieve the Affiliate of liability hereunder.\n\n12.   Governing Law. This Agreement shall be governed by and construed in\n      accordance with the laws of the State of New York applicable to contracts\n      made and performed therein, without regard to principles of conflicts of\n      laws.\n\n13.   Notices All notices required or permitted to be given under this Agreement\n      shall be in writing and either hand-delivered, telecopied, mailed by\n      certified first class mail, postage prepaid, or sent via electronic mail\n      to the other party or parties hereto at the address(es) set forth on the\n      signature page to this Agreement. A notice shall be deemed given when\n      delivered personally, when the telecopied notice is transmitted by the\n      sender, three business days after mailing by certified first class mail,\n      or on the delivery date if delivered by electronic mail.\n\n14.   Entire Agreement This Agreement constitutes the entire agreement and\n      supersedes all prior agreements of the Parties with respect to the\n      transactions set forth herein and, except as otherwise expressly provided\n      herein, is not intended to confer upon any other person any rights or\n      remedies hereunder.\n\n15.   Counterparts. This Agreement may be executed in counterparts, each of\n      which shall be deemed an original and all of which together shall\n      constitute one and the same document.\n\n\n7                                    Page 7\n\n\n16.   Force Majeure. Neither party shall be held liable or responsible to the\n      other party nor be deemed to have defaulted under or breached this\n      Agreement for failure or delay in fulfilling or performing any term of\n      this Agreement when such failure or delay is caused by or results from\n      causes beyond the reasonable control of the affected party, including but\n      not limited to fire, floods, failure of communications systems or\n      networks, embargoes, war, acts of war (whether war is declared or not),\n      insurrections, riots, civil commotion, strikes, lockouts or other labor\n      disturbances, acts of God or acts, omissions or delays in acting by any\n      governmental authority or the other party; provided, however, that the\n      party so affected shall use reasonable commercial efforts to avoid or\n      remove such causes of nonperformance, and shall continue performance\n      hereunder with reasonable dispatch whenever such causes are removed.\n      Either party shall provide the other party with prompt written notice of\n      any delay or failure to perform that occurs by reason of force majeure.\n      The parties shall mutually seek a resolution of the delay or the failure\n      to perform as noted above.\n\n17.   Severability. Should one or more provisions of this Agreement be or become\n      invalid, the parties hereto shall substitute, by mutual consent, valid\n      provisions for such invalid provisions which valid provisions in their\n      economic effect are sufficiently similar to the invalid provisions that it\n      can be reasonably assumed that the parties would have entered into this\n      Agreement with such valid provisions. In case such valid provisions cannot\n      be agreed upon, the invalidity of one or several provisions of this\n      Agreement shall not affect the validity of this Agreement as a whole,\n      unless the invalid provisions are of such essential importance to this\n      Agreement that it is to be reasonably assumed that the parties would not\n      have entered into this Agreement without the invalid provisions.\n\n18.   Dispute Resolution. Any controversy or claim arising out of or relating to\n      the Agreement, or the breach thereof, shall be settled exclusively by\n      arbitration. Such arbitration shall be conducted before a single\n      arbitrator in accordance with the Commercial Arbitration Rules of the\n      American Arbitration Association then in effect. If arbitration is\n      commenced by 24\/7, it shall take place in the city in the continental\n      United States in which the principal U.S.A. corporate offices of Affiliate\n      are located. If Affiliate has no corporate offices in the U.S.A. or if\n      arbitration is commenced by Affiliate, then arbitration shall take place\n      in New York, New York. Judgment may be entered on the arbitrator's award\n      in any court having jurisdiction, and the parties irrevocably consent to\n      the jurisdiction of such courts for that purpose. The parties waive\n      personal service in connection with any such arbitration; any process or\n      other papers under this provision may be served outside the home state of\n      Affiliate or New York by registered mail, return receipt requested, or by\n      personal service, provided a reasonable time for appearance or response is\n      allowed. All decisions of the arbitrator shall be final and binding on the\n      parties. The parties shall equally divide all costs of the American\n      Arbitration Association and the arbitrator. Each party shall bear its own\n      legal fees in any dispute. The arbitrator may grant injunctive or other\n      relief.\n\n19.   LIMITATION OF LIABILITY; DISCLAIMER. IN NO EVENT SHALL EITHER PARTY BE\n      LIABLE TO THE OTHER PARTY FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL,\n      PUNITIVE, CONSEQUENTIAL OR LOST PROFIT DAMAGES, EVEN IF ADVISED OF THE\n      POSSIBILITY OF SUCH DAMAGES. 24\/7 MAKES NO WARRANTIES OF ANY KIND TO ANY\n      PERSON WITH RESPECT TO THE AD SERVING SYSTEM USED TO DELIVER ADVERTISING\n      OR ANY ADVERTISING OR DATA SUPPLIED HEREBY, INCLUDING ANY IMPLIED WARRANTY\n      OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.\n\n20.   Independent Contractors. 24\/7 and Affiliate shall each act as independent\n      contractors. Neither party shall exercise control over the activities and\n      operations of the other party. 24\/7 and Affiliate shall each conduct all\n      of its business in its own name and as it deems fit, provided it is not in\n      derogation of the other's interests. Neither party shall engage in any\n      conduct inconsistent with its status as an independent contractor, have\n      authority to bind the other with respect to any agreement or other\n      commitment with any third party, nor enter into any commitment on behalf\n      of the other, except as expressly provided for by this Agreement.\n\n21.   Publicity. None of the parties hereto shall issue a public announcement or\n      press release concerning this Agreement or the terms hereof without the\n      prior written approval by the other party hereto\n\n\n8                                 Page 8\n\n\n      (which approval shall not be unreasonably withheld or delayed); provided,\n      however, that nothing in this Agreement shall restrict any party from\n      disclosing information that is already publicly available, except as a\n      result of a breach of the confidentiality obligations of this Agreement.\n\n                               [END OF TEXT]\n\n\n9                                 Page 9\n\n\n                [SIGNATURE PAGE TO MASTER AFFILIATION AGREEMENT]\n\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this \n9 day of November, l999.\n\n24\/7 MEDIA, INC.\n1250 Broadway, 28th floor\nNew York, New York 10001\n\n\nBy: \/s\/ Thomas [ILLEGIBLE]\n   --------------------------------\n   Name:  Thomas [ILLEGIBLE]\n   Title: V.P. [ILLEGIBLE]\n\nE-mail address: TEATON@247MEDIA.COM\n               --------------------\n\n\nAFFILIATE:\n\nName of Web Site: Webhelp.com\n                 ------------------\n\nURL of Web Site: www.webhelp.com\n                -------------------\n\nCorporate Name of\nWeb Site owner: Webhelp.com Inc.\n               --------------------\n\nAddress: 1 Dundas Street West\n        ---------------------------\n         25th Floor\n        ---------------------------\n         Toronto, Ontario, Canada\n        ---------------------------\n\nFax No.: 416-260-4710\n        ---------------------------\n\n\nBy: \/s\/ Kerry E. Adler\n   --------------------------------\n   Name: Kerry E. Adler\n        ---------------------------\n   Title: President &amp; CEO\n         --------------------------\n\nE-mail address: Kerry.Adler@[ILLEGIBLE].com\n               ----------------------------\n\n\n10                                  Page 10\n\n\n\n                     INSERTION ORDER - TERMS AND CONDITIONS\n\nSection 1. Obligations, Representations and Warranties of Parties;\nIndemnification.\n\n      A. Advertiser acknowledges chat the sole obligation of 24\/7 Media, Inc.\n('24\/7 MedIa') is to display an advertising banner, text link or advertisement\nor other creative (the 'Creative') delivered by Advertiser to 24\/7, which\nadvertising Creative conforms to the specifications set forth herein and\nelsewhere in the insertion order (the insertion order and these Terms and\nConditions are referred to collectively herein as the 'Agreement'). Advertiser\nis solely responsible for any and all liability, loss, cost, claim or expense\narising out of or relating to the Creative and\/or the Advertiser Web Content\n(defined below). In this regard, Advertiser warrants and represents that (i)\nAdvertiser owns and\/or has the right and authority to permit the use,\nreproduction, distribution and transmission of the Creative by 24\/7 Media; (ii)\nthe Creative and any content and\/or services linked to the Creative ('Advertiser\nWeb Content') are factually accurate and do not contain any fraudulent or\ndeceptive materials, or material which misrepresents, ridicules or attacks an\nindividual or group on the basis of age, color, national origin, race, religion,\nsex, sexual orientation or handicap; (iii) the Creative does not promote or make\nclaims that are not easily provable, nor does it falsify the product or message\nbeing communicated; and (iv) the use, reproduction, distribution, or\ntransmission of the Creative will not, and the Advertising Web Content does not,\nviolate any foreign or domestic, federal, state or local law or regulation, or\nany rights of any third party, including, but not limited to, any copyright,\npatent, trademark, trade secret, music, image, or other proprietary or property\nright, or constitute false advertising, unfair competition, defamation, invasion\nof privacy or rights to celebrity, or any other right of any person or entity.\n\n      B. Advertiser agrees to indemnify 24\/7 Media and its affiliates and to\nhold 24\/7 Media and its affiliates harmless from and against any and all\nliability, loss, damage, claim and, expense, including reasonable legal fees and\nexpenses that may be incurred by 24\/7 Media and its affiliates, arising out of\nor related to Advertisers breach of, or the untruth of. any of the foregoing\nrepresentations and warranties or any obligation hereunder or Advertisers part\nto be performed.\n\nSection 2. Payment; Measurement.\n\n      A. Payment terms are Net 30 days from the date of invoice for advertisers\nextended credit, otherwise full payment is due upon acceptance of this order.\nAdvertisers will be invoiced at least monthly during the term of the agreement.\n\n      B. Performance tracking and measurement of all Creative will be measured\nby 24\/7 Media (or its third-party affiliate). In the event of a discrepancy\nbetween 24\/7 Media and Advertiser, all performance tracking data of 24\/7 Media\nwill control and govern the terms of this Agreement.\n\nSection 3. Limitation of Liability.\n\nUNDER NO CIRCUMSTANCES SHALL 24\/7 MEDIA BE LIABLE FOR INDIRECT, INCIDENTAL,\nCONSEQUENTIAL SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE\nFORESEEABLE, AND WHETHER OR NOT 24\/7 MEDIA HAS BEEN ADVISED OF THE POSSIBILITY\nOF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP\nPROVIDED FOR HEREIN. 24\/7 MEDIA SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE\nTOTAL AMOUNT PAID TO 24\/7 MEDIA BY ADVERTISER UNDER THIS AGREEMENT. 24\/7 MEDIA\nMAKES NO REPRESENTATION, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS\nOR IMPLIED, REGARDING 24\/7 MEDIA'S SERVICES OR ANY PORTION THEREOF, INCLUDING\nANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND\nIMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.\nWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 24\/7 MEDIA SPECIFICALLY\nDISCLAIMS ANY WARRANTY REGARDING (I) THE NUMBER OF PERSONS WHO WILL ACCESS THE\nCREATIVE AND (II) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM INCLUDING THE\nCREATIVE ON THE 24\/7 MEDIA NETWORK.\n\nSection 4. Rejection of Creative; Cancellation.\n\n      A. 24\/7 Media reserves the right to reject any advertising which is not,\nin its sole discretion, consistent with 24\/7 Media's standards.\n\n      B. In addition, 24\/7 Media shall have the right, at any time, to remove\nany of Advertisers advertising if 24\/7 Media determines, in its sole discretion,\nthat the Creative, Advertiser Web Content or any portion thereof (i) violates\n24\/7 Media's then applicable advertising policy, or (ii) is otherwise\nobjectionable to 24\/7 Media, in which event 24\/7 Media shall refund to\nAdvertiser a pro rata portion of the fee which Advertiser has paid to 24\/7 Media\nfor display of the Creative (if Advertiser has paid 24\/7 Media a flat fee).\n\n      C. If, for any reason, 24\/7 Media must cancel this Agreement within the\ndates of the Campaign (as set forth in the insertion order) then 24\/7 Media will\ndeliver to Advertiser a written notice of cancellation. In the event of such a\ncancellation, Advertiser will only be responsible for payment up until the\ncancellation date (as set forth in the notice). Should the level of impressions\nat the date of cancellation be lower than as set forth in the insertion order,\nAdvertiser will be responsible for payment based on the planned number of\nimpressions set forth in the insertion order.\n\nSection 5. Miscellaneous.\n\n      A. 24\/7 Media and Advertiser are independent contractors, and neither 24\/7\nMedia nor Advertiser is an agent, representative or partner of the other. 24\/7\nMedia may terminate this Agreement at any time in the event of material breach\nof this Agreement by Advertiser.\n\n      B. Advertiser understands that once the Creative is made available, it\nwill not be changed or modified in any way and there shall be no refunds or\npro-ration of rates even if Advertiser elects to discontinue display of the\nCreative prior to expiration of the advertising term, except as expressly\nprovided herein. Advertising rates are subject to change by 24\/7 Media from time\nto time; any rate changes will apply to any additional advertising services\nrequested by Advertiser after such rate change.\n\n      C. Acceptance of this insertion order is subject to review of 24\/7\nmanagement, and is not a granting of credit.\n\n      D. This Agreement sets forth the entire agreement between Advertiser and\n24\/7 Media, and supersedes any and all prior agreements (whether written or\noral) of 24\/7 Media and Advertiser with respect to the subject matter set forth\nherein.\n\n      E. This Agreement may only be modified, or any rights under it waived, by\na written document executed by both parties.\n\n      F. This Agreement shall be interpreted, construed and enforced in all\nrespects in accordance with the internal laws of the State of New York, without\nregard to its principles of conflicts of law.\n\n      G. Advertiser may not assign this agreement, in whole or in part.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9613,9619],"class_list":["post-42965","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_industries-services__advertising","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\/42965","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=42965"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42965"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42965"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42965"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}