EXHIBIT 10.7
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Confidential Treatment has been requested with respect to portions of the agreement indicated with an asterisk [*]. A complete copy of this agreement, including the redacted terms, has been separately filed with the Securities and Exchange Commission.
ADVERTISING AND PROMOTION AGREEMENT
This Advertising and Promotion Agreement (this "Agreement") is entered into as of October 3, 1999 (the "Effective Date") between Yahoo! Inc., a Delaware corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051 ("Yahoo") and Global Sports Interactive, Inc., a Pennsylvania corporation with offices at 555 South Henderson Road, King of Prussia, PA 19406 ("Global Sports").
WHEREAS, Yahoo is a global Internet media company that offers a network of branded programming; and
WHEREAS, Global Sports facilitates the online sale of sports related merchandise on behalf of the sporting goods retailers set forth on Exhibit F (the "Global Sports Retailers"); and
WHEREAS, Global Sports and the Global Sports Retailers will participate in Yahoo's Remote Merchant Integration Program (as defined below); and
WHEREAS, the parties wish to enter into this Agreement where, subject to the terms contained herein, Yahoo will provide certain marketing services to promote the online sale of sports merchandise by Global Sports and the Global Sports Retailers.
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. Definitions.
The following terms are used in this Agreement with the respective meanings set forth below:
"Barter Media" shall mean Yahoo's participation in certain mutually agreed upon point of purchase and traditional advertising conducted by or on behalf of Global Sports and/or the Global Sports Retailers, as specified in Exhibit L attached hereto.
[*]
"FTC Order" shall mean that certain "Decision and Consent Order" issued by the U.S. Federal Trade Commission on February 5, 1999 against GeoCities, Inc., a California corporation acquired by Yahoo, attached hereto as Exhibit J and any and all subsequent or related official materials, regulations, laws judgements or orders.
"Games" shall mean those sports contests between two Major League Baseball teams.
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"Global Sports [*] Sponsorship" shall mean an advertising promotion conducted in accordance with Yahoo's standard [*] Sponsorship terms and conditions, including those set forth in Exhibit I.
"Global Sports Banner" shall mean an advertising promotion substantially similar in form as that set forth on Exhibit B that: (a) promotes the online sale of Sports Merchandise, (b) has dimensions no larger than 468 pixels wide by 60 pixels high, (c) does not have "looped" animation, (d) does not have any animation longer than six seconds, (e) has a file size of no greater than 15K, and (f) will permit users to navigate directly to a Page on a Global Sports Site dedicated to Sports Merchandise.
"Global Sports Banner Category Pages" shall mean those Pages within the Global Sports Banner Categories identified on Exhibit A.
"Global Sports Banner Keywords" shall mean those keywords identified as such on Exhibit A; provided that, Global Sports shall be permitted to substitute any such keyword for a comparable keyword subject to availability and Yahoo's approval; and provided further that, Yahoo may substitute any Global Sports Banner Keyword for a comparable keyword (based on projected Page Views) in the event that it determines, in its sole discretion, that such substitution is necessary to avoid liability for third-party claims relating to a Global Sports Banner Keyword's use.
"Global Sports Banner Pages" shall mean the Global Sports Banner Category Pages and Global Sports Banner Search Results Pages.
"Global Sports Banner Search Results Pages" shall mean those Pages displayed upon a user's search of the Yahoo Main Site for a Global Sports Banner Keyword. For clarity, a search conducted within other Yahoo Properties that include special subject matter based search engines (e.g., Yahoo Auctions, Yahoo Classifieds, Yahoo Clubs, Yahoo News, Yahoo Shopping, Yahoo Yellow Pages) shall not be considered a search of the Yahoo Main Site for purposes of this definition.
"Global Sports Brand Features" shall mean the trademarks, service marks, logos and other distinctive brand features of Global Sports and/or the Global Sports Retailers.
"Global Sports Button" shall mean a link substantially similar in form as that set forth on Exhibit B that: (a) contains a Global Sports Brand Feature (the brand to be one of the Global Sports Retailers chosen by Global Sports in its sole discretion) and has dimensions no larger than 88 pixels wide by 31 pixels high, (b) does not contain animation, (c) has a file size of no greater than 2K, and (d) will permit users to navigate directly to a Page on a Global Sports Site dedicated to Sports Merchandise.
"Global Sports Button Category Pages" shall mean those Pages within the Global Sports Button Categories identified on Exhibit A.
"Global Sports Button Keywords" shall mean those keywords identified as such on Exhibit A; provided that, Global Sports shall be permitted to substitute any such keyword for a comparable keyword subject to availability and Yahoo's approval; and provided further that, Yahoo may substitute any Global Sports Button Keywords for a comparable keyword (based on
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projected Page Views) in the event that it determines, in its sole discretion, that such substitution is necessary to avoid liability for third-party claims relating to a Global Sports Button Keyword's use.
"Global Sports Button Pages" shall mean the Global Sports Button Category Pages and the Global Sports Button Search Results Pages.
"Global Sports Button Search Results Pages" shall mean those Pages displayed upon a user's search of the Yahoo Main Site for a Global Sports Button Keyword. For clarity, a search conducted within other Yahoo Properties that include special subject matter based search engines (e.g., Yahoo Auctions, Yahoo Classifieds, Yahoo Clubs, Yahoo News, Yahoo Shopping, Yahoo Yellow Pages) shall not be considered a search of the Yahoo Main Site for purposes of this definition.
"Global Sports Category Text Link" shall mean a text link substantially similar in form to that set forth in Exhibit B, that: (i) complies with Yahoo's standard specifications for such links and contains two (2) lines of text, (ii) will permit users to navigate directly to a Page on the Global Sports Site dedicated to Sports Merchandise, and (iii) contains up to sixty five (65) characters per text line (including spaces).
"Global Sports Category Text Link Pages" shall mean those pages within the Sports and Recreation category of the Yahoo Main Site directory.
"Global Sports [*] Sponsorship" shall mean a multi-faceted promotion comprised of the following three elements [*]: (1) [*]; (2) [*]; and (3) [*]. With respect to the advertising units described in clauses (2) and (3) above, Global Sports shall: (i) provide new creative no less frequently than once every two weeks of the Term, and (ii) ensure that the same creative does not appear on the same Page in more than one Global Sports [*] Sponsorship advertising unit. Further, Global Sports shall ensure that each of the Global Sports [*] Sponsorship advertising units conform to the Yahoo [*] attached as Exhibit N. An illustration of the manner in which the above advertising units could appear is set forth on Exhibit B.
"Global Sports Chat Athletes" shall mean the following athletes: [*]; provided that, in the event that any such athlete is either unable or unwilling to conduct a chat event, a comparable athlete shall be substituted upon the mutual agreement of the parties.
"Global Sports [*] Module" shall mean a link similar in form as that set forth on Exhibit B that: (a) promotes the on-line sale of Sports Merchandise, (b) has dimensions no larger than 120 pixels wide by 120 pixels high, (c) does not have "looped" animation, (d) does not have any animation longer than six seconds, (e) has a file size of no greater than 10K, and (f) will permit users to navigate directly to a Page on the Global Sports Site dedicated to Sports Merchandise.
[*]
"Global Sports Deliverables Due Date" shall mean (i) for purposes of the Global Sports Deliverables relating to the Global Sports Banner, Global Sports Button and Global Sports [*] Sponsorship October 15, 1999; and (ii) for purposes of all other Global Sports Deliverables,
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October 20, 1999. The parties acknowledge that notwithstanding the foregoing, Global Sports shall have a continuing obligation to deliver Global Sports Deliverables pursuant to the terms of this Agreement during the Term (e.g., updated product information and creative).
"Global Sports E-Mail" shall mean an e-mail message offering exclusive offers to Yahoo! Delivers members that: (a) is in HTML format (or text format if sent to email addresses outside of the Yahoo Mail service), (b) has a file size no greater than 30K, (c) has a width not to exceed 425 pixels, (d) does not have "looped" animation, (e) does not have any animation longer than six seconds, (f) does not contain Java, JavaScript, frames, ActiveX, dynamic HTML or background colors, (g) is free from technical errors and passes the "weblint validation checker" (or similar tool utilized by Yahoo), (h) addresses users as Yahoo! Delivers Members (e.g. An exclusive offer for Yahoo! Delivers members.), and (i) contain the following subject line: "Yahoo! Delivers: A Special Offer from Global Sports." This offer shall be an exclusive offer to Yahoo! Delivers Members. In addition, the Global Sports E-Mail shall comply in all respects with Yahoo's standard guidelines for such promotions as set forth in Exhibit_O which, together with the Global Sports E-Mail specifications set forth above, may be modified by Yahoo at its sole discretion.
"Global Sports [*] Module" shall mean an advertising promotion substantially similar in form as that set forth on Exhibit B that: (a) has dimensions no larger than 100 pixels wide by 67 pixels high, (b) does not contain animation, (c) has a file size of no greater than 2K, (d) is a JPEG formatted file, (e) describes an offer directly related to the sport referenced on the Page on which the Global Sports [*] Module appears, and (f) will permit users to navigate directly to a Page on the Global Sports Site dedicated to Sports Merchandise.
"Global Sports [*] Promotion" shall mean a promotion that will include the Global Sports [*] Promotion Banner and in all cases comply with Yahoo's current [*] promotion guidelines set forth at: [*] (for promotions hosted by Global Sports) or [*] (for promotions hosted by Yahoo).
"Global Sports [*] Promotion Banner" shall mean a promotion substantially similar in form as that set forth on Exhibit B that complies with Yahoo's current [*] promotion banner specifications as detailed in the applicable urls set forth in the definition of Global Sports [*] Promotion.
"Global Sports [*] Sponsorship" shall mean an advertising promotion substantially similar in form as that set forth on Exhibit B offered in connection with specific Games that is comprised of the following elements: (a) [*], (ii) has a file size no greater that 2K, (iii) contains no animation, and (iv) links to a Page on the Global Sports Site dedicated to Sports Merchandise; and (b) a GIF or JPEG integrated into the user experience that is (i) 300 pixels wide and 150 pixels tall, (ii) no larger than 12K in file size, (iii) contains no more than six seconds of animation (with no looping), and links to a Page on the Global Sports Site dedicated to Sports Merchandise. The elements referenced in clauses (a) and (c) above shall appear on each Page devoted to coverage of the applicable Game.
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"Global Sports [*] Module" shall mean an advertising promotion substantially similar in form as that set forth on Exhibit B that contains one of the following elements, as mutually agreed by the parties:
(a) a graphical image that (i) has dimensions no larger than 88 pixels
wide by 31 pixels high, (ii) is no greater in file size than 2K,
(iii) contains no animation, and (iv) has three text links below the
image, each of which will consist of no more than 15 characters
(including spaces). The image and the text links will permit users
to navigate directly to a Page on a Global Sports Site dedicated to
Sports Merchandise.
(b) a graphical image that (i) has dimensions no larger than 120 pixels
wide by 90 pixels high, (ii) is no greater in file size than 4K,
(iii) contains no animation, and (iv) has one text link below the
image which will consist of no more than 15 characters (including
spaces). The image and the text links will permit users to navigate
directly to a Page on a Global Sports Site dedicated to Sports
Merchandise.
"Global Sports Link" shall mean any Link to the Global Sports Site or Global Sports RMI Site placed by Yahoo under and in accordance with this Agreement.
"Global Sports [*]" shall mean an advertising promotion substantially similar in form as that set forth on Exhibit B that: (a) has dimensions no larger than 60 pixels wide by 60 pixels high, (b) does not contain animation, (c) has a file size of no greater than 2.5K, (d) is a JPEG formatted file, (e) contains not more than 40 characters of text description (including spaces) and (f) will permit users to navigate directly to a Page on a Global Sports Site dedicated to the on-line purchase of Sports Merchandise.
"Global Sports [*] Module" shall mean a link similar in form as that set forth on Exhibit B that: (a) promotes the on-line sale of Sports Merchandise, (b) has dimensions no larger than 120 pixels wide by 120 pixels high, (c) does not have "looped" animation, (d) does not have any animation longer than six seconds, (e) has a file size of no greater than 12K, and (f) will permit users to navigate directly to a Page on a Global Sports Site dedicated to Sports Merchandise.
"Global Sports News Banner" shall mean the Global Sports Banner delivered on certain Pages throughout Yahoo News.
"Global Sports [*] Module" shall mean a custom designed advertising unit mutually agreed upon by the parties; provided that, such advertising unit shall in all respects comply with Yahoo's standard advertising specifications and the "look and feel" of Yahoo News.
"Global Sports [*] Sponsorship" shall mean an advertising promotion offered in connection with Yahoo! [*] that: (a) promotes the on-line sale of Sports Merchandise, (b) has dimensions no larger than 120 pixels wide by 90 pixels high, (c) does not have any animation, (d) has a file size of no greater than 4K, (e) has a single text links below the image, which will consist of no more than 26 characters (including spaces), and (f) will permit users to navigate directly to a Page on a Global Sports Site relating to the Global Sports [*] Sponsorship content.
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"Global Sports [*] Sponsorship" shall mean an advertising promotion substantially similar in form as that set forth on Exhibit B offered in connection with specific Sports Events that is comprised of the following elements: (a) a [*] that (i) is 170 pixels in width by 40 pixels in height, (ii) has a file size no greater that 2K, (iii) contains no animation, and (iv) links to the Global Sports Site; (b) a [*] that is (i) 150 pixels wide and 15 pixels tall, (ii) no larger than 1.5K in file size, (iii) contains no animation, and links to the Global Sports Site; and (c) a Global Sports Banner. The elements referenced in clauses (a) and (c) above shall appear on each Page devoted to coverage of the applicable Sports Event.
"Global Sports Retailer" shall mean the branded merchandisers of sports merchandise with whom Global Sports has entered into online marketing relationships as set forth and subject to the qualifications on Exhibit F. Global Sports will have the right to add other branded merchandisers of sports merchandise with whom Global Sports enters into online marketing relationships to Exhibit F during the Term subject to Yahoo's prior written approval which shall not be unreasonably withheld. For clarity, only those merchandisers set forth on Exhibit F will be promoted under this Agreement unless and until Yahoo approves the addition of new merchandisers and such merchandisers are included in Yahoo's Remote Merchant Integration Program.
"Global Sports Revenue" shall mean the sum of the aggregate revenue received by or on behalf of Global Sports from the sale of Sports Merchandise to a user who arrived on the Merchant Pages (as defined in the Yahoo! Remote Merchant Integration Agreement attached hereto as Exhibit G) through a Global Sports Link during the same on-line session, less shipping and handling, shipping insurance charges, amounts collected for sales or use or other applicable taxes or duties, credit card processing fees, and refunds, rebates paid, and chargebacks for returned or canceled goods or services. For clarity, it is understood that Global Sports Revenue does not include revenue from sales made through the Global Sports Site (as opposed to the Merchant Pages, which are displayed by Yahoo through a proxy server).
"Global Sports RMI Site" shall mean any web site that is operated by Global Sports on behalf of Global Sports or a Global Sports Retailer and has been included in Yahoo's Remote Merchant Integration Program and is primarily dedicated to the on-line purchase of Sports Merchandise.
"Global Sports Shopping Banner" shall mean an advertising promotion substantially similar in form as the Global Sports Banner that: (a) promotes the online sale of the Sports Merchandise featured on the Global Sports Shopping Search Results Pages on which the Global Sports Banner appears, (b) has dimensions no larger than 468 pixels wide by 60 pixels high, (c) does not have "looped" animation, (d) does not have any animation longer than six seconds, (e) has a file size of no greater than 15K, and (f) will permit users to navigate directly to a Page on a Global Sports RMI Site relevant to the Global Sports Shopping Banner's content.
"Global Sports Shopping Keywords" shall mean those keywords identified as such on Exhibit A; provided that, Global Sports shall be permitted to substitute any such keyword for a comparable keyword subject to availability and Yahoo's approval; and provided further that, Yahoo may substitute any Global Sports Shopping Keyword for a comparable keyword (based
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on projected Page Views) in the event that it determines, in its sole discretion, that such substitution is necessary to avoid liability for third-party claims relating to a Global Sports Shopping Keyword's use.
"Global Sports Shopping Search Results Pages" shall mean those Pages displayed upon a user's search of Yahoo Shopping for a Global Sports Shopping Keyword.
"Global Sports Site" shall mean any web site that is operated by Global Sports on behalf of Global Sports or a Global Sports Retailer and is primarily dedicated to the on-line purchase of Sports Merchandise.
"Independent, Industry-Recognized Third Party" shall mean a three person panel chosen as follows: each party shall choose one individual and the two individuals so chosen shall together choose a third individual, with the three chosen individuals serving together as the Independent, Industry-Recognized Third Party.
"Launch Date" shall mean the first date on which Yahoo: (i) activates a Global Sports Button and fixed advertising unit of the Global Sports [*] Sponsorship; and (ii) inserts the Global Sports Banner into Yahoo's advertising rotation system.
"Link" or "link" means a visible graphic or textual indication located within a Page which, when selected by a user, directs the user's internet browser connection onward to a specified Page on the same or any other web site via a uniform resource locator (whether perceptible or not) and which establishes a direct connection between the browser and the new Page.
"Page" means any World Wide Web page (or, for online media other than Web sites, the equivalent unit of the relevant protocol).
"Page View" shall mean a user's request for a Page as measured by Yahoo's advertising reporting system.
"Paid Advertising" shall mean third-party promotions for which Yahoo receives compensation (either in the form of cash or barter) from the party being promoted (or a third-party acting on behalf of such promoted party).
"Quarter" means a three-month period beginning on the Launch Date or any date that is a multiple of three months after the Launch Date (e.g., if the Launch Date is November 1, any three month period beginning on November 1, February 1, May 1, or August 1).
"Sports Events" shall mean those sports-related events set forth on Exhibit E.
"Sports Memorabilia" shall mean Sports Merchandise that is unique and worthy of remembrance.
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"Sports Merchandise" shall mean sports-related equipment (e.g., bats, balls, exercise equipment, team sports equipment, golf equipment), sports related clothing (e.g., team jerseys, footwear and exercise clothing) and other sports related products typically available in sporting goods stores. Sports Merchandise shall not be deemed to include any: (i) books (in print, electronic, or audio form), (ii) videos, (iii) compact discs, (iv) computer software, (v) items not typically found in a sporting goods store, or (vi) Sports Memorabilia. Notwithstanding the foregoing and anything else to the contrary in this Agreement, "Sports Merchandise" shall be deemed to include Sports Memorabilia for the purpose of permitting Global Sports to: (a) sell Sports Memorabilia on the Global Sports Site and the Global Sports RMI Site, and (b) promote Sports Memorabilia through the Global Sports Links. Further, subject to the criteria set forth elsewhere in this Agreement (for example, that certain Global Sports Links must link directly to a Page dedicated to Sports Merchandise) the parties agree that nothing in this Agreement is intended to limit or restrict in any manner the products that Global Sports and the Global Sports Retailers may offer for sale and sell through the Global Sports Site.
"Sports Merchandise Merchant" shall mean an entity, [*] that derives at least fifty percent (50%) of its revenue through the sale of Sports Merchandise.
"Sports Merchandise Merchant Program" shall mean Yahoo's program consisting of certain sports-related marketing, advertising and promotional activities as further described in this Agreement.
"Term" shall mean the period beginning on the Effective Date and continuing for a period of fifteen (15) months following the Launch Date (e.g., if the Launch Date is November 3, 1999, the Term shall extend through February 3, 2001), or until this Agreement is otherwise terminated pursuant to Section 14.
"Yahoo Alerts" shall mean that Yahoo service whereby Yahoo registered users may choose to be automatically notified via e-mail messages about certain topics, products or services.
"Yahoo Brand Features" shall mean the trademarks, service marks, logos and other distinctive brand features of Yahoo.
"Yahoo Clubs" shall mean Yahoo's U.S. targeted clubs property currently located at http://clubs.yahoo.com.
"Yahoo GeoCities" shall mean Yahoo's U.S. targeted community based website currently located at http://geocities.yahoo.com.
"Yahoo GeoCities Affiliate Program" shall mean that program where homesteaders on Yahoo GeoCities have an opportunity to place a link on their homestead to participating merchants web sites in return for payments from such participating merchants.
"Yahoo Get Local" shall mean Yahoo's U.S. targeted localized community directory property.
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"Yahoo Main Site" shall mean Yahoo's principal U.S. targeted directory to the World Wide Web currently located at http://www.yahoo.com and does not include any: (i) international targeted web sites within the yahoo.com domain (e.g., http://espanol.yahoo.com), (ii) any Yahoo Properties not within the yahoo.com domain (e.g., http://www.broadcast.com), or (iii) any web sites not currently within the yahoo.com domain that Yahoo may add during the Term.
"Yahoo Message Boards" shall mean Yahoo's U.S. targeted message board property currently located at http://messages.yahoo.com.
"Yahoo News" shall mean Yahoo's principal U.S. targeted news property currently located at http://dailynews.yahoo.com.
"Yahoo Outdoors" shall mean Yahoo's U.S. targeted outdoors property that Yahoo intends to develop locate at http://outdoors.yahoo.com.
"Yahoo Points" shall mean that promotional program that Yahoo intends to develop whereby Yahoo users earn points that can be redeemed for merchandise contributed by participating merchants.
"Yahoo Properties" shall mean any Yahoo branded or co-branded media properties, including, without limitation, Internet guides, that are developed in whole or in part by Yahoo or its affiliates.
"Yahoo's Remote Merchant Integration Program" shall mean that program through which Yahoo integrates the web sites of remote on-line merchants into Yahoo Shopping.
"Yahoo's Remote Merchant Integration Program Agreement" shall mean the agreement set forth on Exhibit G.
"Yahoo Shopping" shall mean Yahoo's U.S. targeted shopping property currently located at http://shopping.yahoo.com.
"Yahoo Shopping Front Page Anchor Position" shall mean an advertising placement comprised of the following element which will not contain animation: a rotating advertising unit no larger than 120 pixels wide by 30 pixels high, with a file size no more than 2K, and a Global Sports Brand Feature that will permit users to navigate directly to a Page in the Global Sports RMI Site.
"Yahoo Shopping Outdoors Text Link" shall mean a text link substantially similar in form to that set forth in Exhibit B, that: (i) is displayed on Yahoo Outdoors and promotes, on a rotating basis, individual Global Sports Retaile ...
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