Advertising Agreement

EXHIBIT 10.10


ADVERTISING AGREEMENT
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This Agreement, effective as of October 15, 1996, is made and entered into by Digital City, Inc. ("DCI"), a Delaware corporation with its principal offices at 8619 Westwood Center Drive, Vienna, VA 22182, and Auto-By-Tel ("Advertiser"), with its principal offices or address at 18872 MacArthur Blvd., Suite 200, Irvine, California 92612-1400.


INTRODUCTION
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DCI is a subsidiary of America Online, Inc. that operates the Digital City(SM) brand service (the "DCI Service") which assembles, packages and markets local interactive consumer content and services for particular metropolitan or other local areas throughout the United States and the World through the America Online(R) Service ("AOL"), the World Wide Web and other distribution partners. Auto-By-Tel Inc. is an online marketing program that, among other things, assists consumers in buying or leasing new automobiles via electronic purchase requests on the Internet.


Advertiser wishes to include an advertising icon (the "Icon") consisting of logo identification and a prominent photo or graphic with caption on the Main screen, the Main Auto screen, and various other screens of the DCI Service markets listed in Exhibit C hereto (the "Markets") which, when activated, will provide access to an Advertiser site on the DCI Service (the "Advertising Site"). Advertiser's involvement with the Digital City web-site on the World Wide Web is not addressed in this contract and will be addressed at a later date when it becomes available.


TERMS


1. Duties of DCI.


1.1 During the Term, DCI shall create and display the Icon and the Advertising Site. Subscribers to the DCI Service may click on the Icon in order to activate a link to the Advertising Site. The design, contents, rotation, and placement of the Icon and Advertising site shall be as mutually agreed upon by DCI and Advertiser and are specified in Exhibit A hereto.


1.2 Exclusivity.


During the Term, DCI agrees that it will not sell advertising in any of the Markets to marketing programs where electronic new car lease or purchase requests are routed to a marketing company, to new car brokers or to automobile manufacturers. Exclusivity does not effect individual dealer or automobile manufacturer advertisements, used car sales, or classified sections of Digital City Markets. DCI subscribers may solicit price quotes by telephone or by email directly from automobile dealers and manufacturers provided that the advertising icon appearing on the DCI Service, if any, connected to such dealers and manufacturers does not directly invite DCI subscribers to receive a price quote. This Section 1.2 shall have no affect on advertising sold into the Markets prior to the commencement of this Agreement.


[*] Confidential Treatment has been requested for certain portions of this
exhibit


EXHIBIT 10.10 ADVERTISING AGREEMENT DATED OCTOBER 15, 1996 BETWEEN REGISTRANT AND DIGITAL CITY, INC.


1.3 Advertiser will be given two keywords for promotion within the DCI Service. They are AUTOBYTEL and AUTO-BY-TEL.


1.4 Overhead Account. DCI shall grant one (1) account on AOL, for
---------------- which the standard subscription and usage charges will be waived during the Term ("Overhead Accounts") for the exclusive purpose of enabling Advertiser and its agents to perform Advertiser's duties under this Agreement. Advertiser shall be responsible for the actions taken under or through its Overhead Accounts, which actions are subject to (i) DCI's applicable rules and policies; (ii) any surcharges, including, without limitation, all premium charges, transaction charges, and any applicable communication surcharges incurred by any Overhead Account issued to Advertiser; and (iii) the AOL Terms of Service. Upon the termination of this Agreement, such Overhead Account, related screen names and any associated usage credits or similar rights, shall automatically terminate. DCI shall have no liability for loss of any data or content related to the proper termination of any such Overhead Account.


1.5 Advertiser will be provided with a Plus Group to monitor the performance of the Advertising Site. A Plus Group is the traffic measurement system used to analyze online activity within the DCI Service. Nielsen audited traffic information will be provided as it becomes available.


1.6 DCI is obligated to provide Production of one Rainman page for Advertiser which provides the introduction of the product and links to the Advertiser web site.


1.7 DCI will provide Advertiser with up to two production changes in artwork for the Icon at no cost. Subsequently, Advertiser will be subject to negotiated rates for production.


2. Duties of Advertiser.


2.1 Advertiser is obligated to purchase each Market within one month from launch of such Market.


2.2 Advertiser shall respond promptly and professionally to questions, comments, complaints and other reasonable requests from DCI subscribers regarding the Advertising Site.


2.3 Advertiser will provide for the timely delivery of automotive price quotes to DCI consumers.


2.4 Advertiser agrees to pay DCI according to section 5 below, "Revenues To DCI".


3. Rights of DCI.


3.1 Advertiser agrees that (i) DCI has the right to market, display, transmit and promote the Advertising Site as provided above and (ii) subscribers to the DCI Service have the right


[*] Confidential Treatment Requested


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to access and use the Advertising Site and the content and services contained therein (including any of the Advertiser's trademarks, trade names and service marks included within the Advertising Site).


3.2 Subject to Sections 1.2 and 1.3, DCI will retain the right to distribute automotive content of all types in the DCI automotive areas online.


4. Performance Clause.


4.1 The [*] of advertising will be given to Advertiser at [*]. The [*] will begin upon activation of the affinity button in each Market. The affinity button is a button on the welcome screen of America Online that links to local Digital City markets.


4.2 After the [*] provided in Section 4.1 above, there will be a [*] "start up" period.


4.3 In each Market, after the initial six month period set forth in Sections 4.1 and 4.2 above has ended, a measurement figure of per [*] "Purchase Request" will take effect for the remainder of the Term. If the average "Purchase Request" for a thirty (30) day period across all Markets in which the Icon is active exceeds [*] Advertiser may terminate this Agreement by written notice to DCI sixty days prior to the desired termination date. Advertiser will m ...