Preview of our top selling Marketing Agreement
Tel-save / AOL- Marketing & Distribution Agreement
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TELECOMMUNICATIONS MARKETING AGREEMENT
by and among
TEL-SAVE, INC.
TEL-SAVE HOLDINGS, INC.
AMERICA ONLINE, INC.
February 22, 1997
TELECOMMUNICATIONS MARKETING AGREEMENT
This TELECOMMUNICATIONS MARKETING AGREEMENT, dated as of February 22, 1997, is made by and among: (i) America Online, Inc., a Delaware corporation ("AOL"), on the one hand, and (ii) Tel-Save, Inc., a Pennsylvania corporation ("TS"), and Tel-Save Holdings, Inc., a Delaware corporation ("Holdings"), on the other hand (each, a "party" and, collectively, the "parties"), with respect to the following:
WHEREAS, AOL is in the business of providing online services to consumers in the United States;
WHEREAS, TS is in the business of providing telecommunications services and is a wholly owned subsidiary of Holdings;
WHEREAS, AOL and TS wish to enter into this Agreement whereby AOL will market telecommunications services to customers of AOL's online service under one or more brand names to be owned by it and TS will provide such services on the terms and subject to the conditions herein set forth; and
WHEREAS, Holdings has agreed to guarantee all of the obligations of TS hereunder.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
A. Definitions.
For purposes of this Agreement and in addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:
1. "Actual Services Costs" for any calendar quarter means the aggregate of the respective costs set forth in, and calculated in accordance with, Schedule A hereto in respect of the provision of Services during such calendar quarter.
2. "Additional Warrant" shall have the meaning set forth in Section X.B.2 hereof.
3. "Ad Values" at any time shall mean * * *
4. "affiliate" means, with respect to a specified person, any other person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person, provided that, for purposes of this Agreement, "affiliate" shall not include natural persons.
5. "Agreement" means this Telecommunications Marketing Agreement.
6. "AOL" has the meaning set forth in the preamble to this Agreement.
7. "AOL Marks" means the service marks to be owned by AOL under which the Services will be marketed, which are presently contemplated by the parties to include a reference to AOL's name and shall be as mutually agreed to in writing by the parties hereto.
8. "AOL Performance List" has the meaning set forth in Section II.B.1.
9. "AOL Service" means AOL's online service provided to subscribers (including, without limitation, individuals and businesses) in the United States under the America Online(R) brand name, including, without limitation, electronic mail, conferencing, news, sports, weather and stock quotes, accessed by consumers through computers using AOL's proprietary software, as it exists on the date hereof and any online service provided by AOL or any of its affiliates that is a successor thereto or substitute therefor.
10. "Applicable Profit Percentage" for any calendar quarter means the percentage of Pre-Tax Profit for such calendar quarter equal to:
(a) for each quarter in which * * *, 50%; and
(b) for each quarter in which * * *, 50% plus
an additional 2% for each * * *;
provided that in no event will the Applicable Profit Percentage exceed 70%.
11. "AT&T" means AT&T Corporation.
12. "Checklist Items" are the items set forth in the list attached as Schedule B hereto.
13. "Commercial Launch Date" means the date upon which AOL makes the Services generally available to subscribers of the AOL Service (i.e., to at least * * * % of the subscribers to the AOL Service).
14. "Commercial Mobile Radio Services" means the services defined as such, from time to time, by the Federal Communications Commission, including related features, functions and services.
15. "Dedicated CIC" means the carrier identification code (CIC) to be made available by TS for use in respect of the Services as provided herein.
16. "Effective Date" has the meaning set forth in Section IX.A.1. hereof.
17. "End User" means, during the Term, any customer of the Services or any part thereof and, after the Term, any such customer as of the last day of the Term so long as such customer continues as a customer of such Services.
18. "Extension Period" shall have the meaning set forth in Section X.B.1 hereof.
19. "Gross Revenues" for any calendar quarter shall mean * * *.
20. "Holdings" has the meaning set forth in the first paragraph of this Agreement.
21. "Initial Launch Period" means the period beginning at the end of the Test Launch Period and ending on the Commercial Launch Date.
22. "Initial Payment" has the meaning set forth in Section V.A.1.
23. "Internet Telephony" means voice service provided or initiated over one or more data networks where the end user initiates a voice call to, or receives a voice call from, another party over one or more data networks using a modem or CODEC or over a data network interfacing with the public switched telephone network using a modem or CODEC.
24. "Introductory Period" means the * * * period starting a mutually agreed number of days prior to the anticipated Commercial Launch Date. The parties currently anticipate that the Commercial Launch Date will be no later than * * * , subject to adjustment from time to time upon the mutual consent of the parties or as otherwise provided herein.
25. "Local Telecommunications Services" means the provision of telephone exchange service or exchange access, including related features, functions and services.
26. "Long Distance Telecommunications Services" means intrastate telephone toll service, interstate telephone service and international telephone service, including private line service, and including related features, functions and services, as well as:
Calling Card calls, meaning those calls billed to the customer account
which has been established to allow for the use of an authorization
code for direct dialed calls using any toll free number, 0+ access, or
operator assisted calls using a service provider's calling card
authorization platform for billing to the customer account at a later
Operator Handled calls, meaning all calls where an operator or
automated mechanized system provides the end user with the ability to
place collect calls, calls billed to a third party, person to person,
conference calling and operator assisted directory assistance, but not
including party lines and off-line chat.
Toll Free services, meaning inbound residential or business telephone
services where the subscriber/recipient pays for all calls placed by
callers dialing their subscribed number, and such calls are billed to
the subscribing customer.
Directory Assistance calls, meaning calls made by the customer to
obtain names, addresses or phone numbers from a long distance directory
assistance service.
27. "Marginable Revenues" means * * * .
28. "Multiplier Adjustment Date" has the meaning set forth in Section IV.E.1.
29. "OBN" means One Better Net or OBN, TS's long distance telecommunications network based on telecommunications switches owned or leased by TS or its affiliates.
30. "Performance Lists" has the meaning set forth in Section II.B.I.
31. "Pop-Up Ads" means * * * .
32. "Pre-Launch Period" means the period beginning on the Effective Date and ending on the date AOL and TS begin testing the Services with approximately * * * testers.
33. "Pre-Tax Profit" for any calendar quarter means * * * .
34. "Quarterly Payment Amount" as to any calendar quarter means the Applicable Profit Percentage of the Pre-Tax Profit for such quarter.
35. "Quarterly Shortfall Amount" has the meaning set forth in Section V.B.1(b).
36. "Restricted Services" means, collectively, (a) Long Distance Telecommunications Services, (b) Local Telecommunications Services and (c) Commercial Mobile Radio Services, and, each, a "Restricted Service".
37. "RMG" means the remote managed gateway between TS and AOL and related systems (or any similar system agreed to by the parties), including a high speed dedicated telecommunications line, developed by the parties pursuant to Section II.B hereof, for the purpose of providing End Users the ability, through screens and/or other functionality on the AOL Service, to access monthly and historical billing information and to transmit order information to TS.
38. * * * .
39. "Services" means the telecommunications services, including the Restricted Services, provided, from time to time,
pursuant to this Agreement by TS, as the carrier, and marketed by AOL as herein provided under the AOL Marks; * * * .
40. "Supplemental Warrant" has the meaning set forth in Section VI.A. hereof.
41. "Term" means the period commencing on the date hereof and ending on June 30, 2000, unless such period is extended or sooner terminated pursuant to Article X, in which event such period shall end at the termination date or the last day of the final extension, as the case may be.
42. "Test Launch Period" means the period beginning at the end of the Pre-Launch Period and ending on the date AOL begins marketing the Services to approximately * * * of its subscribers.
43. "TS" has the meaning set forth in the preamble of this Agreement.
44. "TS Performance List" has the meaning set forth in Section II.B.1.
45. "Unamortized Amount" as of any date means * * * .
46. "Warrants" has the meaning set forth in Section VI.A. hereof.
AI ROLLOUT SCHEDULE; PERFORMANCE LISTS
A. Description of Rollout.
This Article II sets out the process by which the parties will roll out the Long Distance Telecommunications Services described on Schedule C. With respect to such Long Distance Telecommunications Services, the parties will proceed through the following sequence of periods, leading to an anticipated Commercial Launch Date of * * * :
1. Pre-Launch Period -- completion of initial Checklist Item tasks and initial development of the Performance Lists (as further described below).
2. Test Launch Period -- testing of the Long Distance Telecommunications Services with approximately * * * testers.
3. Initial Launch Period -- marketing of the Long Distance Telecommunications Services to approximately * * * % of AOL Service subscribers (with incremental ramp-up to * * * % of AOL Service subscribers).
4. Commercial Launch Date -- general availability of the Long Distance Telecommunications Services to AOL Service subscribers (i.e., to at least * * * % of the subscribers to the AOL Service).
In addition, prior to the Commercial Launch Date, the parties will mutually establish the date for commencement of AOL's marketing obligations, (i.e., the beginning of the Introductory Period), which are further described in Article III.
B. Pre-Launch Period.
1. During the Pre-Launch Period, each of the parties shall perform all of the Checklist Item tasks designated on Schedule B as being its responsibility during the Pre-Launch Period with respect to the Long Distance Telecommunications Services described in Schedule C. With respect to each task involving the development of a definition, procedure or standard, the responsible party shall generate a detailed written guideline that will be applicable to the appropriate party and will be set forth in a list of standards, procedures and/or obligations to be observed by such party (the "AOL Performance List" and the "TS Performance List", respectively, and together, the "Performance Lists"). Each such guideline set forth in the Performance Lists shall be subject to the mutual agreement of the parties, not to be unreasonably withheld. With respect to Checklist Item tasks that are designated on Schedule B as the joint responsibility of TS and AOL during the Pre-Launch Period, TS and AOL shall work jointly in good faith to develop the appropriate guidelines and to allocate responsibilities thereunder to the appropriate Performance List.
2. The Pre-Launch Period shall commence promptly following the Effective Date and shall not end until completion of all of the Checklist Item tasks designated for completion during the Pre-Launch Period on Schedule B. If any such Checklist Item task remains uncompleted or if any guideline has not been agreed to as of * * * , the anticipated date therefor, the period for such completion may be extended by up to * * * at the request of either party.
C. Test Launch Period.
1. During the Test Launch Period, each of the parties shall perform all of the Checklist Item tasks designated on Schedule B as being its responsibility during the Test Launch Period with respect to the Long Distance Telecommunications Services described in Schedule C. With respect to each task involving the development of a definition, procedure or standard, the responsible party shall generate a detailed written guideline that will be applicable to the appropriate party and will be added to its respective Performance List. Each such guideline shall be subject to the mutual agreement of the parties, not to be unreasonably withheld. With respect to Checklist Item tasks that are designated on Schedule B as the joint responsibility of TS and AOL during the Test Launch Period, TS and AOL shall work jointly in good faith to develop the appropriate guidelines and to allocate responsibilities thereunder to the appropriate Performance List.
2. The Test Launch Period shall commence upon completion of the Pre-Launch Period and shall not end until completion of all of the Checklist Item tasks designated for completion during the Test Launch Period on Schedule B. If any such Checklist Item tasks remain uncompleted as of the date that is * * * after the commencement of the Test Launch Period, the period for such completion may be extended by up to * * * at the request of either party.
D. Initial Launch Period.
1. During the Initial Launch Period, the parties will commence marketing and make the Services available to approximately * * * % of the AOL Service subscribers (or such higher number as AOL may determine, subject to TS's reasonable capacity limitations) during * * * of the Initial Launch Period; approximately * * * % of the AOL Service subscribers (or such higher number as AOL may determine subject to TS's reasonable capacity limitations) during * * * of the Initial Launch Period; and approximately * * * % of the AOL Service subscribers (or such higher number as AOL may determine subject to TS's reasonable capacity limitations) during the remainder of the Initial Launch Period. AOL shall determine the specific roll-out plan for the Initial Launch Period in consultation with TS in order to efficiently and effectively perform the Initial Launch Period Checklist Item tasks listed on Schedule B. Notwithstanding the anticipated * * * periods above, AOL may, in each such case, delay marketing to a larger portion of the AOL Service subscriber base until AOL is satisfied, in its reasonable discretion, that the guidelines included in the parties' respective Performance Lists are met or are likely to be met during any such period.
2. During the Initial Launch Period, each of the parties shall perform all of the Checklist Item tasks designated on Schedule B as being its responsibility during the Initial Launch Period with respect to the Long Distance Telecommunications Services described in Schedule C. With respect to tasks involving the development of a definition, procedure or standard, the responsible party shall generate a detailed written guideline that will be applicable to the appropriate party and will be added to its respective Performance List. Each such guideline shall be subject to the mutual agreement of the parties, not to be unreasonably withheld. With respect to Checklist Item tasks that are designated on Schedule B as the joint responsibility of TS and AOL, TS and AOL shall work jointly in good faith to develop the appropriate guidelines and to allocate responsibilities thereunder to the appropriate Performance List.
3. The Initial Launch Period shall commence upon completion of the Test Launch Period. The Initial Launch Period shall not end until completion of all of the Checklist Item tasks designated for completion during the Initial Launch Period on Schedule B. If any such Checklist Item task remains uncompleted or if any guideline has not been agreed to as of the date that is * * * after the commencement of the Initial Launch Period, the period for such completion may be extended by up to * * * at the request of either party.
E. Performance Lists.
1. The Performance Lists may be modified at any time during the Term as mutually agreed by the parties.
2. The parties shall reasonably cooperate with one another in facilitating the preparation of the Performance Lists and the guidelines included therein and the completion of the Checklist Item tasks.
3. Each party shall be responsible for performing substantially in accordance with the guidelines contained in its respective Performance List from time to time.
F. New Services. As new Services are added under this Agreement, the procedures set forth in this Article II, as may be reasonably applicable to such new Services, shall be followed with respect to such Services.
G. Failure to Agree on Guidelines. If the parties are unable to reach agreement with respect to any guideline to be included in a party's Performance List, the matter shall be submitted for resolution pursuant to XI.D.
AI AOL MARKETING
A. Services Marketing.
On and after the first day of the Introductory Period, AOL shall have the sole right to, and shall, market the Services generally across the AOL Service in the United States, through online advertising and marketing on the AOL Service and otherwise as the parties may agree, through mass media and direct marketing media, as follows:
1. During each of the months during the Introductory Period, AOL shall include for subscribers to the AOL Service on-screen promotions and advertisements for the Long Distance Telecommunications Services, including Pop-Up Ads, (a) in substance (the specific Long Distance Telecommunications Services to be offered and the terms thereof and the terms on which they are offered) developed and prepared by TS in consultation with AOL, and (b) in form (how the offered Services are packaged and presented) developed and prepared by AOL in consultation with TS and subject to the mutual agreement of the parties, with an Ad Value of at least $ * * * . Such promotions and advertisements shall include * * * . Such promotions and advertisements shall be spaced as evenly as practicable over each such month, provided that TS and AOL shall consult as to the manner in which such online advertising will be included in such advertising opportunities. The parties recognize that in some months, a $ * * * promotion and advertising campaign may not represent the best allocation of promotion and advertising resources. Accordingly, the foregoing notwithstanding, subject to the mutual agreement of the parties, some of the promotional and advertising resources, * * *, allocated to the Introductory Period may be reallocated among the months occurring during the Introductory Period and among the * * * months following the Introductory Period and shall be in addition to the resources required otherwise to be provided in such months.
2. During each of the months subsequent to the Introductory Period and during the Term, AOL shall include for subscribers to the AOL Service on-screen promotions and advertisements for the Long Distance Telecommunications Services, including, at AOL's option (subject to the requirements of
Section III.A.4 hereof), Pop-Up Ads, (a) in substance (the specific Long Distance Telecommunications Services to be offered and the terms thereof and the terms on which they are offered) developed and prepared by TS in consultation with AOL, and (b) in form (how the offered Services are packaged and presented) developed and prepared by AOL in consultation with TS and subject to the mutual agreement of the parties, with an Ad Value of at least $ * * * . Any Pop-Up Ads included by AOL subsequent to the Introductory Period and during the Term in excess of * * * per month shall not be counted toward meeting this $ * * * requirement. AOL will work cooperatively with TS during this period to develop strategies for targeting the Services to new subscribers to the AOL Service most effectively. Such promotions and advertisements shall be spaced as evenly as practicable over each such month, provided that TS and AOL shall consult as to the manner in which such online advertising will be included in such advertising opportunities.
3. During the Term, AOL may also include advertisements and promotions for the Long Distance Telecommunications Services, in substance (the specific Long Distance Telecommunications Services to be offered and the terms thereof and the terms on which they are offered) developed and prepared by TS in consultation with AOL, and form (how the offered Services are packaged and presented) developed and prepared by AOL in consultation with TS and subject to the mutual agreement of the parties, in or with any of AOL's mass media advertising of any of its services or with any of AOL's direct marketing efforts, including, without limitation, mail solicitations of customers for any of its services and any joint advertising or marketing programs with other companies and any other advertisements and solicitations done in conjunction with other companies; provided that, unless TS shall have specifically agreed with AOL to share responsibility for any such advertising and promotions, TS shall have no responsibility for any part of the costs thereof.
4. With respect to Pop-Up Ads:
(a) Any Pop-Up Ad * * * to be included or
provided by AOL shall contain * * * .
(b) * * * .
(c) * * * .
5. During the Term, the parties shall also, in consultation with each other, explore additional marketing and promotional opportunities related to the Services, including utilizing new advertising techniques and mechanisms, as they are developed by AOL and utilizing TS's existing marketing channels. The parties also will, in good faith, explore the following additional marketing opportunities (the more specific terms and conditions of which to be as set forth in writing between the parties):
(a) Online marketing of bundled offerings of the
Services and the AOL Service by AOL, with mutually
agreed revenue sharing;
(b) Telemarketing and direct marketing by TS of
the AOL Service to TS's business customers, with a
mutually agreed bounty paid to TS; and
(c) Telemarketing and direct marketing by TS of
bundled offerings of the Services and the AOL
Service, with generally mutually agreed revenue
6. AOL shall make available to End Users who obtain services from TS other than the Services in accordance with this Agreement, a hyper-text internet link in the Dedicated Area (as defined below) solely to a billing area on a TS-hosted web site for billing of such services other than Services, which such site shall not include any links or other traffic out to other areas other than a return link to the AOL Service.
7. AOL commits to provide, in connection with its activities described in Sections III.A.1, 2, 4, 5 and 6, III.C and III.D hereof, in addition to AOL key words on the AOL Service and E-mail (including a monthly reminder sent to End-Users concerning their statement and a hyperlink to the Dedicated Area described below), links throughout the AOL Service, including the
possibility of a small telephone icon that pervasively appears on the tool bar, welcome screen, channel page or similarly-viewed pages, to a dedicated area on the AOL Service (the "Dedicated Area") in order to facilitate ease of location and access to this area for End Users and prospective customers.
B. AOL Reports.
1. During the Term, AOL shall provide summary monthly reports to TS evidencing compliance with the foregoing advertising and marketing requirements, including information concerning the type and volume of advertising and marketing on the AOL Service, and concerning AOL's mass media and direct marketing activities, if any, during such month.
2. AOL shall keep for two (2) years from the date of each advertising and marketing expenditure made pursuant to Sections III.A.1 and 2 above complete and accurate records in sufficient detail to allow TS to determine if AOL has made the expenditures required thereunder. TS shall have the right for a period of two (2) years after receiving any report provided pursuant to Section III.B.1 above to inspect such records. AOL shall make such records available for inspection during regular business hours at its principal place of business, upon reasonable notice from TS. Such inspection right shall not be exercised more than once in any calendar year and shall not be exercised more than once with respect to any particular records furnished by AOL to TS. TS agrees to hold in strict confidence all information learned in the course of any such inspection, except to the extent necessary for TS to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law. TS shall pay for such inspections, except that in the event any such inspection reveals that AOL expended less than * * *% of what it was required to expend in any quarter, AOL shall pay the reasonable costs of such inspection. If AOL and TS are unable to agree on the amount AOL expended, then the dispute shall be resolved by arbitration pursuant to Section XI.D hereof. This Section shall survive expiration or termination of this Agreement.
3. Within one quarter after it has been determined as a result of an inspection pursuant to Section III.B.2 above or otherwise that AOL failed to expend the minimum commitment for advertising and marketing in a given month, and such failure is not attributable to TS's unreasonable failure to agree to the marketing program proposed by AOL, AOL shall, in addition to any other advertising and marketing expenditure commitments it has under this Agreement, expend an additional amount for advertising and marketing equal to * * * % of the shortfall from such commitment.
4. AOL shall advise TS in writing or by electronic means of any End User that ceases to be a subscriber of the AOL Service as promptly as reasonably practicable after receiving notice thereof. TS shall continue servicing each such End User
according to a service plan that TS deems appropriate, subject to such End User's continued credit-worthiness, in TS's sole discretion. To the extent that TS incurs incremental costs associated with the billing of such End Users, TS shall, at its sole discretion, either (i) pass such costs through to such End Users or (ii) adjust payments to AOL under Section V.B or X.D.2, as the case may be, to put AOL in the same economic position as if such incremental costs had not been incurred.
C. Offering of Services.
1. AOL shall include on the AOL Service such materials and opportunities as TS shall reasonably request to permit users of the AOL Service who wish to become End Users to elect so to become End Users, including, without limitation, any agreements by any such user to (i) switch from their existing telecommunications carrier, (ii) charge their payments for the Services to credit, charge or debit cards and/or (iii) verify such arrangements.
D. Services Billings; Credit Card Agreements.
1. For so long as any End User is a customer of the AOL Service (and notwithstanding the termination of this Agreement, it being understood that this obligation shall survive such termination if AOL is receiving payments pursuant to Section X.D.2), AOL shall provide for the inclusion online in the AOL Service to such End User of such End User's billing information provided by TS and any necessary opportunity for such End User to authorize any payment and to dispute any charges for Services with TS (all as mutually agreed to with respect to the RMG developed by TS and AOL hereunder); provided that AOL shall not be required to incur material costs after termination to alter its inclusion of such information due to material changes made to the RMG by TS.
2. AOL shall use all reasonable efforts to cause the credit, charge and debit card companies through which AOL bills its customers for the AOL Service to charge the same rates for Services billings as they charge for billings for the AOL Service.
3. AOL shall use all reasonable efforts to cause the credit, charge and debit card companies through which AOL bills its customers for the AOL Service to enter into direct arrangements with TS with respect to the billing for the Services, including provision for continuation thereof with respect to any End Users that cease to be subscribers of the AOL Service or any other services billed to such End User by AOL.
4. With respect to any End Users who do not pay their bills for the AOL Service through a credit, charge or debit card, AOL shall, subject to applicable law and AOL's terms of service with its subscribers, provide to TS all information available to
AOL with respect to such End Users as TS may reasonably request to permit TS to bill such End Users for the Services.
E. Use of AOL Marks.
1. AOL hereby grants to TS an exclusive license (subject to the right of AOL and its affiliates to use the AOL Marks in connection with the Services) for TS to use the AOL Marks solely in connection with its operation of the Services for which TS is then the exclusive provider under this Agreement; and AOL hereby grants to TS an exclusive license (subject to the right of AOL and its affiliates to use the AOL Marks in connection with the Services) for TS to use the AOL Marks solely in connection with its operation of the Services for which TS is then the provider under this Agreement on a non-exclusive basis, unless the parties mutually agree (such agreement not to be unreasonably withheld) that the license with respect to those non-exclusive Services should itself be non-exclusive; provided that in both cases TS (i) does not create a unitary composite mark involving the AOL Marks without the prior written approval of AOL and (ii) displays symbols and notices clearly and sufficiently indicating the trademark status and ownership of the AOL Marks in accordance with applicable trademark law and practice; and provided further that AOL retains the right to use the AOL Marks in connection with the services provided as part of the core business of ANS CO+RE Systems, Inc. as of the date hereof. The foregoing license is personal to TS and may not be sublicensed, assigned or otherwise transferred except as provided by Section XII.F. TS acknowledges that: (i) the AOL Marks are and shall remain the sole property of AOL; (ii) nothing in this Agreement shall confer in TS, and TS shall not represent that it has, any right of ownership in the AOL Marks; and (iii) TS shall not now or in the future contest the validity of the AOL Marks.
2. TS further acknowledges and agrees that no use of the AOL Marks by TS shall impair the rights of AOL in the AOL Marks. TS agrees to reasonably assist AOL, at AOL's expense, to the extent necessary in the enforcement and protection of AOL's rights in the AOL Marks. If a senior executive officer of TS learns of any infringements or uses of marks similar to the AOL Marks, such officer shall inform AOL as soon as reasonably practicable and TS shall cooperate with AOL as AOL reasonably requests, at AOL's expense, to protect AOL's rights in the AOL Marks.
3. AOL agrees to take all reasonable steps necessary to register and protect the AOL Marks.
4. Use by TS of the AOL Marks with respect to form and appearance shall be subject to the prior written approval of AOL, not to be unreasonably withheld.
5. TS acknowledges that, except as provided herein, it is not authorized hereunder to use the AOL name or logo. Any such use shall require the prior written consent of AOL and shall be subject to such conditions and restrictions as AOL deems appropriate.
F. TS Trademarks and Service Marks.
This Agreement shall not convey a license to AOL to use any trademarks, service marks, trade names or logos owned or otherwise used by TS. Nothing herein shall give AOL any right, title and interest in and to any such trademarks, service marks, trade names or logos owned or otherwise used by TS, other than the right to display such trademarks, service marks, trade names or logos in connection with the marketing of the Services.
G. Expenses.
Except as otherwise provided herein or agreed by the parties in writing, all costs and expenses of providing the marketing and advertising services referred to in Section III.A. shall be borne exclusively by AOL.
H. Representatives. AOL shall appoint a technical representative, a marketing representative, a billing and customer service representative and a project manager to interface with thei...
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