Tombstone Advertising Agreement With Double Click

EXHIBIT 10.15


"APPLIES TO ALL INSERTION ORDERS ENTERED INTO AFTER FEBRUARY 10, 2000"


DOUBLECLICK ADVERTISER STANDARD TERMS AND CONDITIONS


DELIVERY OF ADVERTISEMENTS. Using its proprietary DART ad delivery technology, DoubleClick shall deliver Advertiser's advertisements ("Advertisements") to users accessing the pages ("Pages") of Web sites which are part of the DoubleClick Network (the "Service"). Such delivery shall be in accordance with the "Ad Specs and Terms" accessible at http://www.doubleclick.net (the "Service Terms") and this insertion order (collectively, the "Agreement"). Advertiser hereby grants DoubleClick a non-exclusive, worldwide license to copy and distribute the Advertisements through the Service pursuant to this Agreement. The DART ad delivery technology shall be the sole and definitive tool used to measure DoubleClick's delivery of Advertisements pursuant to this Agreement. No other measurement or usage statistics (including those of Advertiser or an approved third party ad server) shall be accepted by DoubleClick. In the event that the part executing this Agreement is acting as an agent for an Advertiser, such party executing this Agreement as agent shall be jointly and severally responsible for all obligations and amounts owing hereunder.


PAYMENT. Advertiser shall pay DoubleClick upon Advertiser's receipt of DoubleClick's invoice. If a prepayment or deposit is required, Advertiser's campaign shall not commence until such prepayment or deposit is received by DoubleClick. If Advertiser fails to make payment within thirty (30) days of Advertiser's receipt of DoubleClick's invoice, DoubleClick, in addition to other remedies, shall have the right to (i) immediately remove Advertisements from the Service without any obligation to Advertiser or claim against DoubleClick for such removal, (ii) charge late fees at the rate of one and one half percent (1.5%) per month, or, if lower, the maximum rate allowed by law, (iii) charge Advertiser for any attorneys' fees and/or collection costs incurred by DoubleClick in collecting any past due amounts from Advertiser, and/or (iv) terminate any or all other insertion orders Advertiser has executed with DoubleClick as of the date of the default, without liability. Advertiser is required to provide DoubleClick with at least two (2) weeks prior written notice of any requests by Advertiser for changes to and/or cancellation of this Agreement. Advertiser agrees that if Advertiser cancels or changes its order as provided above, any discount granted by DoubleClick may be rescinded or adjusted, and Advertiser may be charged for such order at the full card rate then in effect. If Advertiser is required to pay a deposit, Advertiser understands that the deposit is credited against payments due under this Agreement. Advertisers who make such a deposit shall be required to pay DoubleClick for fees set forth in invoices up to the point where the sum of the deposit and the invoiced amounts equal the total fee payable under this Agreement. At such point in time and if not otherwise stated herein, no additional fees shall be due and owing from Advertiser pursuant to this Agreement.


ADVERTISER'S OBLIGATIONS AND REPRESENTATIONS. Advertiser shall be solely responsible for all costs it incurs in connection with the Service and this Agreement, including, without limitation, expenses associated with creating, updating and otherwise managing


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Advertisements, delivering Advertisements to the Service and establishing and maintaining links between Advertisements and Web sites and areas outside the Service (collectively, "Advertiser's Web Content"). Creative changes beyond the permitted number of changes set forth in the Service Terms will be subject to the additional rates set forth in such Service Terms. Advertiser warrants and represents at all times that (i) Advertiser owns the Advertisements and/or has the right to permit DoubleClick to use, reproduce, distribute and transmit the Advertisements, (ii) neither the Advertisements nor the Advertiser's Web Content will (a) infringe the rights of any third party, (b) violate any foreign or domestic federal, state or local law or regulation, or (c) contain material that is threatening, hateful, or racially or ethnically objectionable, and (iii) the Web site to which the Advertisement is linked shall contain a privacy statement throughout the term of this Agreement. Advertiser agrees that it shall be solely responsible for any liability arising out of the Advertisements or Advertiser's Web Content. In furtherance of the foregoing, Advertiser agrees to indemnify and hold DoubleClick and the DoubleClick Network Web site (the "Service Participants") harmless from and against any losses, costs, damages or expenses (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with (i) Advertisements or Advertiser's Web Content or (ii) Advertiser's breach of any agreement, representation or warranty hereunder, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy or publicity.


DOUBLECLICK'S RIGHTS. DoubleClick shall have the right to approve the form and content of all Advertisements and no changes shall be made to any Advertisements without each party's consent. DoubleClick and its Service Participants shall have the right, at their sole discretion, to terminate the delivery of any Advertisement at any time without liability to Advertiser except for a refund or credit of amounts previously paid for inventory that has not yet run. DoubleClick reserves the right to cancel this Agreement, without cause, upon thirty (30) days prior written notice to Advertiser without any liability to Advertiser except for a refund or credit of amounts previously paid for inventory that has not yet run. For non-preemptible inventory, in the event that DoubleClick fails to meet the number of Impressions (defined as the number of times an Advertisement appears on a Page, resulting from a user accessing or visiting such Page) stated in the insertion order within the time frame set forth in the insertion order through no fault of Advertiser, DoubleClick will either refund any pre-paid fees for Impressions that did not run within the time frame or credit any such amount towards a future insertion order. DoubleClick has the right to cancel or shorten the term of the insertion order without liability, if advertising materials required for the insertion order are not provided by Advertiser in a timely manner. If Advertiser's failure to comply with the terms of this Agreement results in DoubleClick's failure to display the Advertisements in accordance with the insertion order, Advertiser shall remain liable for the full amount due pursuant to this Agreement. DoubleClick may use the Advertiser's name and Advertisements to promote DoubleClick and the Service in all media and use information concerning Pages and the number of Impressions, users and user activity for DoubleClick's own business purposes and for use in connection with the Service, provided DoubleClick does not reproduce Advertisements without Advertiser's prior consent.


SPECIAL TERMS. If this Agreement ...