Advertising Insertion Order

EXHIBIT 10.24


ADVERTISING INSERTION ORDER


This advertising insertion order ("IO") is made and entered into as of the 19th day of May, 1999 (the "EFFECTIVE DATE") by and between BILL GROSS' IDEALAB!, a California corporation with a place of business at 130 West Union Street, Pasadena, CA 91103 ("BUYER") and MP3, INC., a Delaware corporation with a place of business at 10350 Science Center Drive, Building 14, San Diego, CA 92121 ("SELLER").


The parties agree as follows:


1. DEFINITIONS


1.1 "ABOVE THE FOLD" means, with respect to a Banner Advertisement, that such Banner Advertisement is immediately visible to an end user, without any scrolling or navigation on a 640 by 480 pixel page.


1.2 "BANNER ADVERTISEMENT" means any image displayed on a Web Page that is intended to serve as an advertisement for a product, service or otherwise.


1.3 "HOME PAGE" means the top level Web Page of a Web Site that is viewed in response to a Web-based search, or the selection of a button or other hyperlink. Unless otherwise agreed by the parties, "HOME PAGE OF SELLER" shall mean the page returned by the entry of the basic URL or root address http://www.mp3.com, or any mirror Web Page, i.e. a Web Page that is identical in content to the Web Page at such address and that is made available by Seller in parallel with the Home Page to increase speed of access by visitors.


1.4 "IMPRESSION" is generated when a visitor's browser software requests and receives a Web Page that contains a Banner Advertisement placed under this Agreement.


1.5 "WEB PAGE" means a single file displayed through Web browser software and made available for viewing, by means of a download to local cache memory, over the Internet through a common protocol.


1.6 "WEB SITE" means any number of associated Web Pages.


2. ADVERTISING BANNERS


2.1 DELIVERY AND ACCEPTANCE OF IMAGES. From time to time, Buyer shall deliver Banner Advertisements to Seller, in a form and manner to be reasonably specified by Seller. Buyer will have sole discretion to determine the content of such Banner Advertisements; provided, however, that Seller may, in its sole discretion, accept or reject any Banner Advertisement delivered hereunder; provided further, that Seller must promptly offer Buyer a reasonably detailed explanation of the reasons for each such rejection.


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2.2 PLACEMENT. Seller shall display the Advertising Banners delivered by Buyer under this Agreement on Seller's Web Site. Placement and positioning of such Advertising Banners shall be determined by Seller in its sole discretion; provided, however, that:


2.2.1 No less than [***] must be [***], and [***].


2.2.2 All other Impressions required to be generated hereunder must be generated from Banner Advertisements placed on Web Pages that are on the same Web Site as Seller's Home Page.


2.3 IMPRESSIONS. During the term of this Agreement, Seller shall use all reasonable efforts to place Advertising Banners as described in Section 2.2 in a manner calculated to generate no less than the number of Impressions necessary to accrue (based on the rate indicated in Section 3.1) the fees to be paid for each period in accordance with EXHIBIT A. In the event that, as of the last day of the applicable monthly period for which Impressions are to be generated (as set forth in EXHIBIT A), Seller has generated less than the aggregate number of Impressions necessary to accrue (based on the rate indicated in Section 3.1) 85% of the aggregate fees payable for each such period in accordance with EXHIBIT A, Seller shall be deemed in material breach of this Agreement and Buyer may terminate this Agreement pursuant to Section 6.2 below. After June 15, 2001, Seller shall cure any shortfall between the aggregate number of Impressions generated and the number of Impressions for which fees have been paid in accordance with EXHIBIT A (based on the rate indicated in Section 3.1) by continuing to place Banner Advertisements as set forth in Section 2.2 during the remainder of the term. If Seller is unable to cure such shortfall by the end of the term, Seller shall refund to Buyer the fees paid for any unplaced Impressions (based on the rate indicated in Section 3.1).


2.4 LICENSE. For the term of this Agreement, Buyer hereby grants Seller a non-exclusive, royalty-free, worldwide license to use the Banner Advertisements in accordance with this IO on or in conjunction with Seller's Website. Title to and ownership of all intellectual property rights of all Banner Advertisements shall remain with Buyer or its third party licensors.


3. PAYMENT BY BUYER


3.1 PAYMENTS FOR IMPRESSIONS. Buyer shall pay to Seller an amount equal to [***] for each 1,000 Impressions generated under Section 2.3. Buyer will not be obligated to pay fees for Impressions in excess of the number of Impressions necessary to accrue (based on the rate indicated in this Section 3.1) the aggregate fees payable in accordance with EXHIBIT A, except to the extent the parties agree in advance in writing that Seller may place Banner Advertisements for additional Impressions.


3.2 REPORTS. After the end of each calendar month during the term of this IO, Seller shall make available to Buyer the reports described in EXHIBIT B.


3.3 PAYMENT TERMS. Buyer shall pay Seller the amounts set forth in EXHIBIT A no later than the fifth (5th) business day following the date on which each such amount is due and payable in


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* CONFIDENTIAL TREATMENT R ...