Preview of our top selling Joint Marketing Agreement
NetGrocer.com / CUC International - Co-Marketing Agreement
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
MARKETING AGREEMENT
Marketing Agreement dated as of November 17, 1997 (the "Agreement"), between CUC International Inc., a Delaware corporation with principal offices at 707 Summer Street, Stamford, Conn. 06901 ("CUC"), and Net Grocer Inc., a Delaware corporation with principal offices at 919 Third Avenue, 18th floor, New York, New York 10022 ("NetGrocer").
WHEREAS, NetGrocer operates an Internet-based service (the "NetGrocer Service"), currently under the name "NetGrocer", which, among other things, provides certain supermarket services to individuals, businesses and other groups (all such users of NetGrocer, the "NetGrocer Users"), and which is currently located on the World Wide Web at the Uniform Resource Locator ("URL") address identified as "www.netgrocer.com" (the "NetGrocer Website");
WHEREAS, CUC operates an Internet-based business under the name "NetMarket" (such business, "NetMarket"), which provides online, membership-based consumer services, in areas such as travel, shopping, auto and dining, to its members as well as to other individuals, businesses and groups (all such users of NetMarket, whether or not they are members of NetMarket, the "NetMarket Users"), and which is currently located on the World Wide Web at the URL address identified as "www.netmarket.com" (the "NetMarket Website");
WHEREAS, NetGrocer desires to create, with the cooperation of NetMarket, a customized version of the NetGrocer Service, which would provide the same general features as the NetGrocer Service but would be customized to match the style, layout, colors and general appearance of the NetMarket Website (the "Customized NetGrocer Service");
WHEREAS, NetMarket desires to establish a separate location within the NetMarket Website (the "Customized NetGrocer Site") in which the primary frame(s) of such location would display the Customized NetGrocer Service (which would be linked on a real-time basis to NetGrocer's computer servers) and which would offer access to the Customized NetGrocer Service to all NetMarket Users;
WHEREAS, NetGrocer desires to offer access from the NetGrocer Website to the NetMarket Website to all NetGrocer Users and to otherwise promote use of the NetMarket Website;
WHEREAS, CUC desires to offer membership in NetMarket to NetGrocer Users accessing the NetMarket Website from the NetGrocer Website (those NetGrocer Users who become members in NetMarket as a result of being linked to the NetMarket Website from the NetGrocer Website pursuant to this Agreement are hereafter referred to as "Members"); and
WHEREAS, NetGrocer desires to offer products and services to all NetMarket Users accessing the Customized NetGrocer Service through the Customized NetGrocer Site (those NetMarket Users who initially purchase products or services from NetGrocer as a result of accessing the Customized NetGrocer Service through the Customized NetGrocer Site, are hereafter referred to as "Customized NetGrocer Customers").
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound hereby, CUC and NetGrocer agree as follows:
1. Responsibilities of NetGrocer.
(a) Placement of NetMarket Link. Commencing on or prior to December 31, 1997, NetGrocer will feature an icon for NetMarket (the "NetMarket Link") that shall include a hyperlink from the NetGrocer Website to either (i) a customized "bridge" page which is displayed on the NetGrocer Website but which is linked on a real-time basis to NetMarket's computer servers, that explains the various features of NetMarket and then allows access to NetMarket, or (ii) certain promotional Internet pages located on the NetMarket Website that explain the various features of NetMarket and then provide access to NetMarket, in either case as determined by CUC in its reasonable discretion. The NetMarket Link shall be displayed on the "home page" of the NetGrocer Website (i.e., on the primary, top level page of such NetGrocer Website) or on such other equivalent promotional location on the NetGrocer Website which has at least the same traffic, exposure and prominence as such home page (such other equivalent promotional location, the "Equivalent Space"); in particular, the NetMarket Link will appear on the initial, viewable space of such home page or Equivalent Space (also known as being placed "above the fold") so that persons viewing such home page or Equivalent Space do not have to scroll down such home page or Equivalent Space, or take any other similar action to move around such home page or Equivalent Space, in order to view such NetMarket Link when they initially view such home page or Equivalent Space on their computer screen. The NetMarket Link shall contain a URL (or other similar means), to be provided by NetMarket, that shall contain a unique marker so that NetMarket can determine if a NetMarket User entered the NetMarket Website from the NetGrocer Website. CUC shall provide NetGrocer with a copy of the icon for the NetMarket Link which shall be initially in a Graphics Interchange Format (a "GIF format"); NetGrocer shall display such icon so that it is at least as large as the icons or other similar images which are displayed on the NetGrocer Website for any other third party's services or for any NetGrocer services which are non-retail-grocery in nature, but in no event smaller than 120 pixels by 40 pixels (or other comparable size measurement representing the same amount of space). In addition to the placement of the NetMarket Link on its home page, NetGrocer shall take other reasonable steps to promote NetMarket on the NetGrocer Website, including, without limitation, (x) placing advertisements for NetMarket on the NetGrocer Website in a prominent position in front of the NetGrocer User immediately after the time that a NetGrocer User submits an order to purchase a product or service through the NetGrocer Website
(such advertisements, the "Checkout Ads"), and (y) placing occasional "banner" advertisements, if available, relating to the NetMarket Website or other similar measures.
(b) Cooperation with respect to the Customized NetGrocer Site. NetGrocer shall cooperate with CUC in the creation of the Customized NetGrocer Site, including, without limitation, (i) creating and modifying, from time to time as required, the Customized NetGrocer Service so that it has the same general features as the NetGrocer Service (e.g., the same product categories, the same product prices, quantities, brands, nutritional or health information, characteristics and visual images, the same sale terms and conditions, the same customer assistance features, etc.) but is customized to fit the style, layout, colors and general appearance of the NetMarket Website; (ii) making such modifications to the Customized NetGrocer Service as may from time to time be reasonably requested by CUC; (iii) establishing and maintaining the Customized NetGrocer Service on NetGrocer's computer servers and creating electronic links between NetMarket and NetGrocer so that NetMarket can obtain instant access to such Customized NetGrocer Service and is able to display the Customized NetGrocer Service on the Customized NetGrocer Site and provide the Customized NetGrocer Service to all NetMarket Users; (iv) creating electronic links between NetMarket and NetGrocer so that NetMarket can secure direct access to the applicable NetGrocer database in order to obtain and use any information relating to each purchase effected through the Customized NetGrocer Site (e.g., the dollar amount of each such purchase, the items acquired, the amount of any rebates or discounts granted with respect to each such purchase, the delivery status of each such purchase, the name, address, phone number and e-mail address of each such purchaser, etc.) (such information, the "Data"), subject to the limitations set forth below in this Section 1(b); (v) processing and fulfilling all order(s) received by NetGrocer with respect to each person who purchases any NetGrocer products or services offered through the Customized NetGrocer Site; and (vi) treating each NetMarket User that utilizes the Customized NetGrocer Site no less favorably than the manner in which NetGrocer generally treats each NetGrocer User. In connection with the provisions of Section 1(b)(iv) above, NetGrocer hereby grants CUC and its affiliates a non-exclusive, worldwide, royalty-free license to use the Data for any purpose whatsoever; provided that neither CUC nor any of its affiliates shall be permitted to sell or license the Data to any third party, or provide such Data to any of the suppliers of the Company, or use the Data to sell or provide any consulting services to any third party which competes with the Company with respect to the NetGrocer Services, in each case without the prior written consent of NetGrocer (which consent may be withheld by NetGrocer in its sole discretion).
(c) Review of NetMarket Promotional Content. The parties acknowledge and agree that CUC will provide to NetGrocer, at NetGrocer's request and for NetGrocer's advance written approval (which approval shall not be unreasonably withheld by NetGrocer), copies of the content and design of the NetMarket Link and the Checkout Ad and all listings, links and other uses of, or references to, NetMarket or the NetMarket trademark which are to be set forth on the NetGrocer Website or otherwise
utilized by NetGrocer in connection with this Agreement (such NetMarket materials and all other such NetMarket content, designs, trademarks, trade names, service marks, service names, copyrighted material, listings, links, uses, references and other information, the "NetMarket Promotional Content"). In the event that NetGrocer proposes to use any NetMarket Promotional Content which has not been developed by NetMarket or previously reviewed by NetMarket, NetGrocer shall provide to CUC copies of such NetMarket Promotional Content for CUC's advance written approval (which approval shall not be unreasonably withheld by CUC). Notwithstanding anything to the contrary contained in this Section 1(c), other than with respect to the NetMarket Link, there shall be no approval requirement with respect to any NetMarket Promotional Content which is substantially similar to NetMarket Promotional Content which has been previously-approved by CUC. NetGrocer acknowledges that CUC shall retain full rights and ownership over, and NetGrocer shall make no claim on, any and all NetMarket Promotional Content, even if such NetMarket Promotional Content was developed in whole or in part by NetGrocer. Subject to the provisions of this Agreement (including, without limitation, the other provisions of this Section 1(c)), during the term of this Agreement, CUC grants to NetGrocer a non-exclusive, non-assignable, worldwide, royalty-free license to use the NetMarket Promotional Content in connection with the uses contemplated pursuant to this Agreement; provided that, unless otherwise agreed to in writing by CUC, no such permitted use shall (i) be of lower quality than the manner in which CUC uses generally the particular NetMarket Promotional Content in question; (ii) be harmful to the public image of CUC and its affiliates in any meaningful respect; or (iii) violate in any material respect any of the express provisions of this Agreement.
(d) Responsibilities Relating to Customized NetGrocer Customers. NetGrocer shall: (i) bill for and collect from Customized NetGrocer Customers any amounts charged with respect to any products or services purchased by such persons by or through NetGrocer; (ii) maintain all customer and other records pertaining to such persons; (iii) provide all NetGrocer products and services to such persons; and (iv) otherwise service such persons with respect to those matters which relate to NetGrocer. NetGrocer agrees that in providing products or services to each Customized NetGrocer Customer, it shall: (x) provide such products and services in a manner consistent with the way in which such products or services were advertised or represented by NetGrocer to such Customized NetGrocer Customer; (y) treat such Customized NetGrocer Customer fairly and in accordance with reasonable business practices; and (z) comply with all applicable laws. Except upon the prior written consent of CUC, NetGrocer shall not make any representation or warranty to any Customized NetGrocer Customer or to any other party concerning NetMarket, CUC or any of their respective vendors, representatives or affiliates or concerning any of their respective products or services. Except as otherwise expressly provided in this Agreement and except with respect to the NetMarket Promotional Content and the actual operation of the Customized NetGrocer Site, NetGrocer shall have complete control over, and all rights and liabilities relating to, the content set forth on the NetGrocer Website, the content set forth on the Customized NetGrocer Site which is unique to the NetGrocer Service, the NetGrocer Service, the Customized NetGrocer Service, the NetGrocer
relationship with the Customized NetGrocer Customers, and all NetGrocer-related information collected from the Customized NetGrocer Customers. Notwithstanding the foregoing and notwithstanding anything to the contrary contained herein, the parties agree that the Customized NetGrocer Site shall not sell or provide any non-grocery products or services which at any time compete with any of the products or services offered through the NetMarket Website (other than those non-grocery products or services which are offered through the NetGrocer Website on the date hereof), unless NetGrocer obtains the prior written consent of CUC (which may be withheld by CUC in its sole discretion); provided that the foregoing limitation shall not restrict the ability of NetGrocer and its affiliates to offer any products or services (including non-grocery products or services) through the NetGrocer Website or through any other Internet location (other than through the Customized NetGrocer Site).
2. Responsibilities of CUC.
(a) Creation of Customized NetGrocer Site. Commencing on or prior to December 31, 1997, NetMarket will: (x) create a link from the home page of the NetMarket Website to the Customized NetGrocer Site and cooperate with NetGrocer in the creation of the Customized NetGrocer Service and the Customized NetGrocer Site; and (y) feature an icon for the Customized NetGrocer Service (the "Customized NetGrocer Link") on the "home page" of its NetMarket Website (i.e., on the primary, top level page of such NetMarket Website), and on the initial shopping page of the NetMarket Website, which in each case shall include a hyperlink to the Customized NetGrocer Site. Such Customized NetGrocer Link shall be placed in an area of the home page of the NetMarket Website so that it has the same prominence as the icons identifying other services of NetMarket, such as the shopping, auto and travel services. Unless otherwise mutually agreed to by the parties, the Customized NetGrocer Link shall identify the Customized NetGrocer Site as either the groceries page of the NetMarket Website or as "NetGrocer," and once a NetMarket User has accessed the Customized NetGrocer Site, the Customized NetGrocer Site shall be identified as "NetGrocer". NetMarket may create on the NetMarket Website such other links to the Customized NetGrocer Site as NetMarket determines in its sole discretion. In addition to the preceding provisions of this Section 2(a), NetMarket shall take other reasonable steps to promote the Customized NetGrocer Site from time to time (e.g., placing occasional "banner" advertisements, if available, relating to the Customized NetGrocer Site or other similar measures).
(b) Providing Access for NetGrocer Users to the NetMarket Website. CUC shall permit access to the NetMarket Website to all NetGrocer Users who wish to visit the NetMarket Website and utilize NetMarket from the NetGrocer Website (including, without limitation, all NetGrocer Users who wish to enroll as Members of NetMarket through NetGrocer and all NetGrocer Users who are already Members and who wish to visit the NetMarket Website).
(c) Review of NetGrocer Promotional Content. With respect to any NetGrocer Promotional Content (as defined below) which is to be provided by
NetGrocer to NetMarket pursuant to this Agreement, NetGrocer shall provide to NetMarket copies of the content and design of such NetGrocer Promotional Content, for NetMarket's advance written approval (which approval shall not be unreasonably withheld by NetMarket). In addition, in the event that NetMarket proposes to use any NetGrocer Promotional Content which has not been developed by NetGrocer or previously reviewed by NetGrocer, NetMarket shall provide to NetGrocer copies of such NetGrocer Promotional Content for NetGrocer's advance written approval (which approval shall not be unreasonably withheld by NetGrocer). Notwithstanding anything to the contrary contained in this Section 2(c), other than with respect to the Customized NetGrocer Link, there shall be no approval requirement with respect to any NetGrocer Promotional Content which is substantially similar to NetGrocer Promotional Content which has been previously-approved by NetGrocer. CUC acknowledges that NetGrocer shall retain full rights and ownership over all NetGrocer Promotional Content, even if such NetGrocer Promotional Content was developed in whole or in part by NetMarket. For purposes of this Agreement, the term "NetGrocer Promotional Content" shall mean all content and designs which are unique to NetGrocer or the NetGrocer Service and all uses of, or references to, any NetGrocer trademarks, trade names, service marks, service names or copyrighted material which are to be set forth on the NetMarket Website (including, without limitation, in connection with the Customized NetGrocer Link) or the Customized NetGrocer Site or which are otherwise utilized by NetMarket in connection with this Agreement. Subject to the provisions of this Agreement (including, without limitation, the other provisions of this Section 2(c)), during the term of this Agreement, NetGrocer grants to CUC a non-exclusive, non-assignable, worldwide, royalty-free license to use the NetGrocer Promotional Content in connection with the uses contemplated pursuant to this Agreement; provided that, unless otherwise agreed to in writing by NetGrocer, no such permitted use shall (i) be of lower quality than the manner in which NetGrocer uses generally the particular NetGrocer Promotional Content in question; (ii) be harmful to the public image of NetGrocer and its affiliates in any meaningful respect; or (iii) violate in any material respect any of the express provisions of this Agreement.
(d) Responsibilities Relating to Members. CUC shall: (i) bill for and collect from NetMarket Users and Members any membership fee amounts owed to NetMarket as well as all other amounts charged with respect to any products or services purchased by such persons through NetMarket; (ii) maintain all membership and other records pertaining to such persons; (iii) provide all NetMarket products and services to such persons; and (iv) otherwise service such persons with respect to those matters which relate to NetMarket. CUC may, at its option, provide NetMarket Users who become Members with a user name and password in order to access NetMarket and make use of NetMarket's benefits and in order to allow Network Users to use a credit card to make payment for merchandise purchased through NetMarket. CUC agrees that in providing products or services to each Member, it shall: (x) provide such products and services in a manner consistent with the way in which such products or services were advertised or represented by NetGrocer to such Member; (y) treat such Member fairly and in accordance with reasonable business practices; and (z) comply with all applicable laws. Except as otherwise expressly contemplated pursuant to this Agreement in
connection with the operation of the Customized NetGrocer Site, CUC shall not, without the prior written consent of NetGrocer, make any representation or warranty to any Member or to any other party concerning NetGrocer or any of its vendors, representatives or affiliates or concerning any of their respective products or services (other than those which have already been expressly made by NetGrocer or any such vendors, representatives or affiliates). Except as otherwise expressly provided in this Agreement and except with respect to the NetGrocer Promotional Content, CUC shall have complete control over, and all rights and liabilities relating to, the content set forth on the NetMarket Website, the content set forth on the Customized NetGrocer Site which is unique to NetMarket, the NetMarket service, the NetMarket relationship with the NetMarket Users and Members, and all NetMarket-related information collected from the NetMarket Users and Members.
3. Additional Arrangements.
(a) Optional Cross-Promotional Arrangements. NetGrocer and CUC shall, from time to time, discuss and consider various ways that NetMarket and NetGrocer might be able to cross-promote each other's products and services, to the extent commercially feasible.
(b) NetMarket Products Made Available to NetGrocer. Subject to the mutual agreement of each of the parties as to the specific terms and conditions of each such arrangement, CUC shall permit NetGrocer to sell, through its NetGrocer Website, certain of the products which are offered for sale to NetMarket Users through the shopping area of the NetMarket Website (such products, the "Wholesale NetMarket Products"); provided that NetGrocer shall not be permitted to sell such Wholesale NetMarket Products at prices which are below the prices which NetMarket charges at that time to the members of NetMarket. NetGrocer shall pay to CUC for such Wholesale NetMarket Products an amount equal to the prices which NetMarket charges at that time to the members of NetMarket or such lower price as may be mutually agreed to by the parties.
(c) Further Assistance. Each party (such party, the "Assisting Party") shall, upon reasonable request by the other party (such other party, the "Requesting Party"), cooperate with, and use its reasonable efforts to assist, the Requesting Party and its subsidiaries and affiliates with respect to the fulfillment of such Requesting Party's obligations hereunder and with respect to such other matters as may be reasonably contemplated pursuant to this Agreement; provided that the Requesting Party shall pay any actual out-of-pocket costs reasonably incurred by the Assisting Party with respect to its provision of any such assistance.
(d) Certain Customer Service Obligations. In the event that NetMarket receives any customer service requests from a NetMarket User relating to the Customized NetGrocer Service by phone or e-mail, it shall forward such requests to NetGrocer in a reasonably prompt manner (and in any event, shall use its reasonable
efforts to forward such requests to NetGrocer within twenty-four hours of receiving any such request).
4. Commissions Payable by NetMarket.
(a) Commission Payable by NetMarket Relating to Members. During the term of this Agreement, CUC shall pay NetGrocer a commission equal to [*] of all Net Membership Revenue (as defined below) received by CUC after the date of this Agreement from any NetGrocer User who becomes a Member of NetMarket as a result of initially accessing the NetMarket Website from the NetGrocer Website pursuant to this Agreement (such commission, the "Membership Commission"). CUC shall pay such Membership Commission amounts on a quarterly basis to NetGrocer within twenty (20) days following the end of each calendar quarter. For purposes of this Agreement, the term "Net Membership Revenue" shall mean all membership fees received by CUC from NetGrocer Users who become Members of NetMarket as a result of initially accessing the NetMarket Website from the NetGrocer Website (not inclusive of revenue from trial period memberships), minus any credits, refunds, charge backs, discounts and rebates and minus any applicable sales, use, excise or similar taxes, in each case payable or incurred by CUC in respect of such membership fees.
(b) Reports to be Provided by CUC to NetGrocer. At the time that CUC makes its quarterly payment to NetGrocer, CUC shall deliver to NetGrocer a report showing: (i) the total number of NetGrocer Users who became Members during the quarter in question; (ii) the total number of visits by NetGrocer Users who, during the quarter in question, visited the NetMarket Website from the NetGrocer Website; (iii) the total number of Members who ceased being Members during the quarter in question; and (iv) the Membership Commission amounts that are payable with respect thereto. In addition, within twenty (20) days following the end of each month, CUC shall deliver to NetGrocer a report showing the same information required to be provided in the quarterly report referred to in the previous sentence as it pertains to the month in question. CUC shall also deliver to NetGrocer, upon NetGrocer's reasonable request, such other information relating to Members or NetGrocer Users visiting the NetMarket Website.
5. Commissions Payable by NetGrocer.
(a) Commission Payable by NetGrocer on NetMarket-User Revenues. During the term of this Agreement, NetGrocer shall pay CUC a commission equal to [*] of all Net Transaction Revenue (as defined below) received by NetGrocer and its affiliates after the date of this Agreement (such commission, the "Transaction Commission"). NetGrocer shall pay such Transaction Commission amounts on a quarterly basis to CUC within twenty (20) days following the end of each calendar quarter. For purposes of this Agreement, the term "Net Transaction Revenue" shall mean all revenues received by NetGrocer and its affiliates from any NetMarket User who purchases products or services either (x) through the Customized NetGrocer Site or (y) through NetGrocer as a result of initially registering on the NetGrocer Website
from the NetMarket Website, minus in either such case any credits, refunds, charge backs, discounts, rebates and shipping expenses and minus any applicable sales, use, excise or similar taxes, in each case payable or incurred by NetGrocer in respect of such revenues. The Transaction Commission shall apply to those Customized NetGrocer Customers who are both new and repeat customers of NetGrocer (including subsequent transactions that take place through the Customized NetGrocer Site, the NetGrocer Website or otherwise); provided that, notwithstanding the foregoing, NetGrocer shall not be obligated to pay Transaction Commissions of more than: (i) [*] per each Customized NetGrocer Customer who was not a member of NetMarket at the time such person originally became a Customized NetGrocer Customer; and (ii) [*] per each Customized NetGrocer Customer who was a member of NetMarket at the time such person originally became a Customized NetGrocer Customer; provided further that in the case of any Customized NetGrocer Customer covered by clause (i) of this Section 5(a) who subsequently becomes a member of NetMarket, NetGrocer shall not be obligated to pay Transaction Commissions with respect to such Customized NetGrocer Customer of more than the greater of (A) [*] or (B) [*]
(b) Reports to be Provided by NetGrocer to CUC. At the time that NetGrocer makes its quarterly payment to CUC, NetGrocer shall deliver to CUC a report showing: (i) the total number of NetMarket Users who, during the quarter in question, purchased products or services through NetGrocer and its affiliates either (x) through the Customized NetGrocer Site or (y) through NetGrocer as a result of initially registering on the NetGrocer Website from the NetMarket Website; (ii) the total number of visits by NetMarket Users who, during the quarter in question, visited the Customized NetGrocer Site or the NetGrocer Website from the NetMarket Website, broken down between those persons covered by clause (i) above and those not covered by such clause(i); (iii) the amounts purchased by such NetMarket Users; and (iv) the Transaction Commission amounts that are payable with respect thereto. In addition, within twenty (20) days following the end of each month, NetGrocer shall deliver to CUC a report showing the same information required to be provided in the quarterly report referred to in the previous sentence as it pertains to the month in question. NetGrocer shall also deliver to CUC, upon CUC's reasonable request, such other information relating to Customized NetGrocer Customers or NetMarket Users visiting the NetGrocer Website.
6. Other Payment Provisions.
(a) Rebates to NetMarket Members. During the term of this Agreement, NetGrocer shall pay to all members of NetMarket (including, without limitation, the Members) a cash rebate on all amounts paid to NetGrocer by such members for any products or services purchased by such members through NetGrocer, which cash rebate shall be equal [*] of the net price (i.e., the price paid by such customer, excluding any shipping charges and sales tax amounts and after giving effect to any credits and discounts or any types of rebates (other than the one referred to in this Section 6(a)) otherwise given at such time to such customer),
normally paid at such time by similar customers of NetGrocer (such cash rebate, the "NetGrocer Rebate"). NetGrocer further agrees that, in order to give full effect to such NetGrocer Rebate, it shall not charge any members of NetMarket (including, without limitation, the Members) prices for any products or services sold through NetGrocer which are higher than the normal retail purchase price charged at such time for such products or services (calculated prior to giving effect to the NetGrocer Rebate), and shall not charge such persons for any other amounts which are not, or deny such persons discounts or credits or any other rebates which are, normally extended at such time to other customers of NetGrocer. NetGrocer agrees to pay such NetGrocer Rebate at the time of each such purchase to the members of NetMarket in such form as NetMarket may reasonably specify, which form may include (x) transferring monthly, within 20 days of the end of each month, the cash amount of each NetGrocer Rebate to NetMarket at such bank accounts as may be specified by NetMarket, so that such NetGrocer Rebate may be credited by NetMarket towards such member's account (whether in the form of "netMarket cash" or otherwise); or (y) the granting of a credit by NetGrocer against the purchase price to be paid by such member with respect to each such transaction. Notwithstanding the foregoing, NetGrocer shall not be obligated to pay a NetGrocer Rebate for any person who ceases to be a member of NetMarket following the date on which such person ceases to be a member of NetMarket. CUC may also grant members of NetMarket (including, without limitation, the Members) such other cash rebates on the amounts paid to NetGrocer by such members for ...
View agreement details