Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
TRAVEL SERVICES ADVERTISING AND PROMOTION AGREEMENT
THIS TRAVEL SERVICES ADVERTISING AND PROMOTION AGREEMENT (this "Agreement") is entered into as of June 29, 1997 (the "Effective Date") between Yahoo! Inc., a California corporation ("Yahoo!"), and SABRE Interactive ("SI"), a division of The SABRE Group, Inc., a Delaware corporation.
RECITALS
A. Yahoo! operates a search engine and World Wide Web directory under the brand "Yahoo!".
B. SI operates a travel booking engine and interactive Internet travel services through its "Travelocity" site, located at http://www.travelocity.com (the "Travelocity Site").
C. Yahoo! and SI wish to provide Yahoo! users with travel booking services by distributing SI's booking engine on the Yahoo! Site and to advertise and promote SI's interactive Internet travel services, all in accordance with the terms and conditions of this Agreement.
AGREEMENT
SECTION 1. DEFINITIONS.
1.1 "Booking Engine" means a database containing availability, schedule, and price information connected to a graphical user interface that allows users of the World Wide Web to make reservations for Travel Services, as a minimum, and complete payment for such Travel Services online.
1.2 "Exclusivity Period" means (***) through (***).
1.3 "Metro Travel Pages" means the first page in the travel category on each Yahoo! Metro.
1.4 "Net SI Commissions" means (i) for air commissions the amount of commission income received from (***), and (ii) for each of car and hotel commissions the number of (***) for each of car and hotel commissions.
1.5 "Packaged Services" means a package of (***), for which a customer is quoted a ____ price.
1.6 "Yahoo! Travel Page" means the Yahoo! Travel Page located in the travel category on the Yahoo! Site, currently located at http://travel.yahoo.com/travel. A screen image of the Yahoo! Travel Page is attached to this Agreement in Exhibit A.
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1.7 "Travel Services" means booking services for air travel, hotels and car rentals.
1.8 "Yahoo! Metros" means all World Wide Web sites localized for a particular United States metropolitan area whose functionality is substantially similar to the Yahoo! Site and which are solely Yahoo!-branded and owned. As of the Effective Date, Yahoo! Metros are: Yahoo! Atlanta, Yahoo! Austin, Yahoo! Boston, Yahoo! Chicago, Yahoo! Dallas/Fort Worth, Yahoo! Los Angeles, Yahoo! Minneapolis/St. Paul, Yahoo! New York, Yahoo! SF Bay, Yahoo! Seattle and Yahoo! Washington, D.C.
1.9 "Yahoo! Site" any Web site that is (a) targeted at users in the United States, (b) wholly-owned by Yahoo!, (c) wholly developed by Yahoo! and/or its contractors and (d) solely "Yahoo!" branded (including Yahoo!'s primary World Wide Web site, including its Internet search engine and World Wide Web directory, currently located at http://www.yahoo.com).
SECTION 2. BOOKING ENGINE.
During the Exclusivity Period, Yahoo! shall feature SI's Booking Engine on the Yahoo! Site in accordance with this Section 2.
2.1 Yahoo! Travel Page. Yahoo! shall provide a prominent hyperlink on the Yahoo! Travel Page to the Co-Branded Pages described in Section 2.2. Such hyperlink shall be placed above the fold on the Yahoo! Travel Page.
2.2 Co-Branded Pages. SI shall create and serve a series of co-branded pages that guide Yahoo! site users through the booking process for the Travel Services, at a minimum (the "Co-Branded Pages"). The Co-Branded Pages shall include all pages through the first page containing a price quotation for travel-related services, but shall not include any pages in payment process.
(a) Masthead. The masthead on each Co-Branded Page shall conform to the specifications set forth in Exhibit B and shall display Yahoo!'s name and logo and SI's name and logo in equal relative prominence. A representative screen image of the masthead is attached to this Agreement in Exhibit A.
(b) User Interface. The Co-Branded Pages shall conform to the graphical user interface utilized by Yahoo! across Yahoo!'s network of branded Internet properties as of the first date of the Exclusivity Period, and Yahoo! shall have the right reasonably to approve the final design of all Co-Branded Pages. Any material changes to the co-Branded pages thereafter shall be made upon the mutual agreement of the parties. Yahoo! shall assign one individual to work with SI to ensure that the co-Branded Pages satisfy Yahoo!'s requirements. Yahoo! will use reasonable best efforts to ensure continuity of Yahoo! personnel involved in the design process. All pages displayed to Yahoo! Site users, other than the Co-Branded Pages, shall conform to the graphical interface utilized by SI, provided however Yahoo! shall have a reasonable right of approval with respect to such interface.
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Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
(c) Number of Pages. SI shall design the Co-Branded Pages so as reasonably to minimize the number of pages a Yahoo! Site user must view prior to obtaining final results for such user's query.
2.3 Customer Fulfillment and Service. SI shall be solely responsible for fulfilling all booking requests from Yahoo! Site users through the Co-Branded Pages. SI shall comply with the customer service metrics set forth in Exhibit B. SI and Yahoo! shall jointly establish a procedure for Yahoo! to refer customer calls received by Yahoo! to SI.
2.4 User Registration and Information.
(a) No Registration. Yahoo! Site users shall not be required to register with or otherwise provide any personal information to SI until such time in the booking sequence as a Yahoo! Site user chooses to book or purchase one or more Travel Services.
(b) Collection of User Information. SI shall collect user information from Yahoo! Site users who originally register through the Co-Branded Pages (the "User Information") at such time as such users complete the booking process and shall promptly provide Yahoo! with such User Information at least (***) and as of the last date of this Agreement. User Information shall include the information set forth in Exhibit B, including, without limitation, updates and corrections to previously provided information as well as any new information, such as usage information, as SI may solicit or collect from such users from time to time, and such other information as the parties may agree from time to time. SI and Yahoo! will cooperate and use their best efforts to develop and implement technological and policy safeguards to prevent any unauthorized access by third parties to any User Information.
(c) Ownership and Use of User Information. All User Information shall be the sole property of (***), provided that (***) shall have an (***) right to (***) such User Information in any manner (***) deems appropriate, subject to applicable laws and regulations.
(d) Technical Cooperation. Yahoo! and SI shall cooperate in order to integrate the registration process of the booking service with other services on the Yahoo! Site which require registration such that user information is shared across registration processes.
2.5 Performance Specifications. SI shall ensure that the Co-Branded Pages and any other pages on the Travelocity Site displayed to Yahoo! Site users comply with the performance specifications set forth in Exhibit B. Yahoo! will use reasonable efforts to provide performance to users of the Yahoo! Travel Page comparable to performance on the remainder of the Yahoo! Site.
2.6 Log Files and Statistics. SI shall provide Yahoo!, at least (***), with electronic copies of all log files and statistics resulting from Yahoo! Site users' use of the Co-Branded Pages and other SI-branded pages on the Travelocity Site which follow the Co-Branded Pages in the booking sequence. SI will promptly provide Yahoo! with reasonable assistance upon request to permit Yahoo! to read and utilize such electronic files.
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Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
2.7 Development Schedule. SI and Yahoo! each shall devote appropriate technical, financial and other necessary resources in order to meet the development schedule and milestones, set forth in Exhibit B, for the implementation of the Co-Branded Pages and other services contemplated by this Agreement in order to permit the launch of such Co-Branded Pages and other services on November 1, 1997.
SECTION 3. EXCLUSIVITY.
3.1 SI Exclusivity. During the Exclusivity Period, (i) SI's Booking Engine shall be (***), and (ii) Yahoo! will ensure that SI's Booking Engine is (***) Booking Engine for the Travel Services on the Yahoo! Site. Without limiting the foregoing, with respect to any other Web site that is (A) owned or developed in substantial party by Yahoo! or (B) (***) and that in either case will include (***) for any of the Travel Services, Yahoo! will (***) provided that (i) there are no other constraints on Yahoo!'s ability to (***) (including without limitation any restriction relating to any partner or co-owner of the Web site but other than constraints imposed by (***)), (ii) all (***) offered by SI in connection with such transaction (***) (a copy of which will be provided by Yahoo! to SI with the notice of the opportunity), and (iii) SI provides (***).
3.2 Packaged Services. Notwithstanding Section 3.1, nothing in this Agreement shall limit Yahoo!'s ability to include (***) for Packaged Services anywhere on the Yahoo! Site; provided that (i) Yahoo! shall not include any (***) for Packaged Services on the Yahoo! Site, which (***) is provided by (***), and (ii) any such (***) for Package Services do not allow users to (***) prior to the completion of booking a reservation for Packages Services. SI agrees that users of SI's booking Engine will not be able to (***) on pages that appear to the user prior to the user's completion of booking a reservation for any of the Travel Services.
3.3 Termination of Exclusivity. Notwithstanding Section 3.1, the Exclusivity Period shall terminate, (***) in the event that SI does not comply with the (***), in each case measured as an (***). The foregoing remedy shall be in addition to any other legal and/or equitable remedies Yahoo! may have, including without limitation the right to terminate this Agreement pursuant to Section 11.2 for material breach of (***) (provided that the above criteria establish whether a material breach has occurred for failure to comply with (***)), and termination of the Exclusive Period shall not in any way affect SI's obligation to pay all amounts set forth in Section 6. Notwithstanding the foregoing, notice of termination for failure to comply with the foregoing (***), whether under this section or Section 11.2 must be delivered within (***) following receipt by Yahoo! of the report on compliance with (***) during the period in which such failure has occurred, or else (***).
SECTION 4. ADVERTISING RIGHTS.
4.1 Sale of Advertising Rights. (***) shall have the sole right to sell advertising rights and promotional rights (collectively, "Advertising Rights") on all co-Branded Pages, and (***) shall be entitled to retain all revenue generated from such sales.
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Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
4.2 Ad Serving. Yahoo! shall serve, or shall have served, all Advertising Rights on all Co-Branded Pages and shall be responsible for the scheduling of all such Advertising Rights. Yahoo! and SI shall cooperate to enable Advertising Rights to be served on Co-Branded Pages.
4.3 Advertising Exclusions.
(a) By Yahoo!. Yahoo! shall not display any banner advertisements or other promotional materials on any Co-Branded Pages for (***). Further, no banner advertisement or other promotional materials on any Co-Branded pages shall (***) except that (i) separate Travel Services may be (***), and (ii) Yahoo! may provide to third party Travel Service providers (such as an airline, hotel or car rental provider) advertising that (***) such advertisers' Travel Services, provided that Yahoo! uses reasonable good faith efforts to ensure that (***).
(b) By SI. SI shall not display to Yahoo! users any banner advertisements or other promotional materials on any pages on the Travelocity Site which follow the Yahoo! Co-Branded Pages in the booking sequence for (***).
SECTION 5. ADVERTISING AND PROMOTIONAL ACTIVITIES.
5.1 Banner Advertisements. Prior to the Effective Date, SI has placed with Yahoo! insertion order #6180 for (***) of Advertising Rights on the Yahoo! Site. In addition, Yahoo! shall run banner advertisements for the Travelocity Site as set forth in Exhibit C. SI shall be permitted to (***) subject to Yahoo!'s reasonable approval, provided (i) SI provides Yahoo! with reasonable prior written notice of (***), (ii) (***) completes and submits Yahoo!'s form of insertion order in accordance with Yahoo!'s policies then in effect, and (iii) SI provides such other information regarding (***) as Yahoo! may reasonably request. Except as expressly provided in the foregoing sentence, SI shall not (***). All such banner advertisements shall be subject to Yahoo!'s standard terms and conditions as set forth in Exhibit D, which Yahoo! may modify from time to time in its reasonable discretion upon written notice to SI. In the event of any conflict between the provisions of this Agreement and such standard terms and conditions or any advertising insertion order, (***) shall govern.
5.2 Beatrice Sponsorship. SI shall be a sponsor of the "Travel Content" page on the Beatrice Web Guide, located at http://www.bguide.com/fabfinds/travel.html, beginning July 1, 1997 through December 31, 1998. A screen image of this page is attached to this Agreement in Exhibit A.
5.3 Front-Page Promotion. Yahoo! shall feature an SI promotion for the Travelocity Site on the front page of the Yahoo! Site for (***) during each of the(***) beginning (***). Yahoo! shall be responsible for running such promotion and shall have the right reasonably to approve all aspects of the promotion based on Yahoo! standard guidelines.
5.4 Cross-Links. In addition to any hyperlinks and buttons described elsewhere in this Agreement, during the Exclusivity Period (a) Yahoo! shall include hyperlinks on the Yahoo! Site
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Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
to mutually acceptable content located or accessible on the Travelocity Site and (b) SI shall include hyperlinks to mutually acceptable content located or accessible on the Yahoo! Site.
5.5 1998 Activities. Yahoo! shall place Advertising Rights on the Yahoo! Site, the Yahoo! Metros and the Beatrice Web Guide on behalf of SI during calendar year 1998 as provided in Exhibit C.
SECTION 6. PAYMENTS.
6.1 Fees. SI shall pay Yahoo! (***) fees in accordance with the schedule set forth in Exhibit E.
6.2 Commissions on Qualified Bookings. In addition the fees set forth in Section 6.1 SI shall pay Yahoo!, on a (***) basis, SI Net commissions for booking of Travel Services by Yahoo! Site users through SI's Booking Engine on the co-Branded Pages (collectively, "Qualified Bookings") in accordance with the commission schedule set forth in Exhibit F ____ [sic] payments shall be due and payable on or before the (***) following the end of the (***) and shall be accompanied by a report setting forth in sufficient detail, the calculation of Yahoo!'s commission for such (***) and such other information relating to commissions as Yahoo! may reasonably request from time to time.
6.3 Tracking Procedures; Audit Rights. To ensure compliance with the terms of Section 6.2, SI shall establish reasonable mechanisms acceptable to Yahoo! to track, and shall keep reasonably detailed records concerning, Qualified Bookings and the payments due Yahoo! under this Agreement. SI shall provide Yahoo!, within ten (10) days following the end of each month, a report containing the information set forth in Exhibit G, and such other information related to commissions due and compliance with performance specifications set forth in Exhibit B under this Agreement as Yahoo! may reasonably request from time to time. Yahoo! shall have the right, n ...
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