Network Affiliation Agreemnt 24/7 Media Inc.

Exhibit 10.09


24/7 MEDIA INC.
NETWORK AFFILIATION
AGREEMENT


This Network Affiliate Agreement is entered into and effective as of the 26th day of August, 1999 ("Effective Date") by and between 24/7 Media Inc. and AllAdvantage.com Inc.


WHEREAS, AllAdvantage.com (hereinafter the "Network Affiliate") is the operator and owner of the AllAdvantage.com Viewbar software program distributed to residents of the United States and Canada through which advertising banners can be served over the Internet (the "Web Site");


WHEREAS, 24/7 Media, Inc. ("24/7"), a Delaware corporation with an address at 1250 Broadway, 27th floor, New York, NY 10001, operates a network of large, high-profile internet web sites (the "24/7 Network") for which it solicits advertisers, advertising agencies, buying services or others ("Advertisers") regarding the placement of advertising banners and similar devices for display on pages, screens, and other segments or spaces on web sites reasonably suitable for the display of advertising;


WHEREAS, Network Affiliate wishes to subscribe to include the Web Site in the 24/7 Network, and 24/7 wishes to accept such subscription;


NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:


1. Affiliation.
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A. The Network Affiliate hereby grants to 24/7 the right to sell banner advertising for display on the central banner window of the Web Site ("Advertising") according to the terms of this Agreement. 24/7 may sell the Advertising on a "run of network" basis without identifying the name of the Network Affiliate to Advertisers.


2. Obligations of 24/7.
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In furtherance of the foregoing, 24/7 covenants and agrees to:


A. provide the Network Affiliate, during the term of this Agreement and only for use in the performance of this Agreement, with unique Tags (delivered with a targeting description) in HTML/Java or other appropriate languages that shall be affixed appropriately by Network Affiliate to the Web Site to enable 24/7 to serve Advertising to that Web Site or for the Network Affiliate to redirect Advertising;


B. utilize its best efforts to sell Advertising on the Web Site to Advertisers through a package of web sites in appropriate groups and/or through


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED FROM THE PUBLIC FILING AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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C. serve or cause to be served Advertising to the Web Site, directly or, at the option of Network Affiliate, through Network Affiliate's third-party advertising serving service;


D. provide the Network Affiliate with notice, via on-line posting, of new Advertising that has been solicited by 24/7 to be displayed on the Web Site and provide Network Affiliate with a targeting description of such Advertising, and to use its best efforts to honor any decision by Network Affiliate to decline any Advertising, in accordance with the provisions in 3(D) below. 24/7 agrees that it will provide the Network Affiliate with the necessary software to enable Network Affiliate to screen potential Advertising to be displayed on the Web Site in order to decline such Advertising in accordance with the provisions in 3(D) below;


E. provide the Network Affiliate with real-time access to records that will allow it to monitor the volume of paid Advertising delivered to the Web Site and the revenue produced (subject to billing corrections and reasonable accounting adjustments) thereby. All such records produced or provided by 24/7 (i) shall govern and be the controlling documents in connection with all payments due Network Affiliate under Section 4 hereof, and (ii) shall be the joint property of 24/7 and Network Affiliate.


F. refrain from delivering "cookie" files to users of the Web Site through the advertising served to the Web Site except in the limited circumstances that such cookies are technically required in order to serve the advertising. Nothing in this Agreement shall restrict 24/7's ability to use cookies that were not placed on a users machine by way of the Web Site. Any and all data regarding individual users of the Web Site collected by 24/7 ("Collected Data") in the provision and delivery of Advertising to the Web Site shall be the property of Network Affiliate. 24/7 agrees to use the Collected Data only as required to provide the services hereunder. Notwithstanding the foregoing, 24/7 may use and disclose, without the permission of Network Affiliate, the aggregate numbers of Advertising delivered to the Web Site (i) for 24/7's reporting purposes, consisting of compilation of aggregated statistics about the service that may be provided to advertisers, potential advertisers and the general public; (ii) and if required by court order, law or governmental agency;


G. 24/7 agrees to deliver to the Network Affiliate, (i) a monthly statement showing revenues earned from Advertising served to the Web Site during the calendar month and any sum(s) due the Network Affiliate on account thereof, and (ii) within 30 days of collection or such revenue by 24/7, payment representing the Network Affiliate's portion of such revenues. 24/7 will maintain, for at least two years after termination of this Agreement, its records, contracts and accounts relating to Advertising sold on the Web Site under this Agreement and will permit, upon prior written notice and no more than two times per year, reasonable examination thereof at the offices of 24/7 by authorized representatives of Network Affiliate; and


H. maintain suitable and qualified personnel in administrative, sales and technical positions necessary for 24/7 to perform effectively the terms of this Agreement.


3. Obligations of Network Affiliate.
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The Network Affiliate covenants and agrees:


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A. that during the Term, it shall use reasonable efforts to continue and maintain the Web Site in a manner consistent with the intent and purpose of the Web Site on the date first written above;


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B. to insert the Tags on the Web Site in such a manner as to assure that the Advertising to be affixed to said Tag, once served, is fully and clearly visible on the Web Site when viewed at a 640 x 480 pixel resolution; and Network Affiliate shall be responsible for utilizing such Tags, in conjunction with the Advertising delivered by 24/7 pursuant to Section 2(D), to serve those Advertisements to the Web Site as deemed appropriate by Network Affiliate.


C. that, on a monthly basis, not less than 20 million total ad impressions (the "Inventory") will be available for the sale of Advertising by 24/7. Upon thirty (30) days written notice to 24/7, Network Affiliate may increase this minimum Inventory number at its sole discretion.


D. to notify 24/7 within one business day from the time 24/7 provides Network Affiliate with notice of any new Advertising, of the Network Affiliate's rejection of any new Advertising. Failure to provide timely notice of rejection of the new Advertising shall be deemed acceptance thereof, until such time as Network Affiliate notifies 24/7 of Network Affiliate's rejection thereof at which time 24/7 will use its best efforts to remove the Advertising; and


E. to furnish 24/7 with statistical and other information regarding the Web Site as is reasonably available to the Network Affiliate and which is, in the opinion of the Network Affiliate, appropriate, in light of Network Affiliate's privacy policy, for use by 24/7 for the sale of Advertising on the Web Site ("Descriptive Information"). All such Descriptive Information provided by Network Affiliate shall remain the property of Network Affiliate. 24/7 shall have a limited right to use the Descriptive Information for ...