Looking for an agreement? Search from over 1 million agreements now.

Premier Sports Information And Commerce Agreement

This is an actual contract between SportsLine.com and AOL.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Computer Software and Services, Media
Effective Date: October 06, 1998
Related Agreement Types:
Search This Document
EXHIBIT 10.1


CONFIDENTIAL
PREMIER SPORTS INFORMATION AND COMMERCE AGREEMENT


This Premier Sports Information and Commerce Agreement (this "AGREEMENT"), effective as of October 1,1998 (the "EFFECTIVE DATE"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, and SportsLine USA, Inc. ("ICP"), a Delaware corporation, with its principal offices at 6340 N.W. 5th Way, Fort Lauderdale, Florida 33309 (each a "PARTY", and collectively the "PARTIES").


INTRODUCTION


AOL and ICP each desires that, subject to the terms and conditions set forth in this Agreement, (i) AOL provide access to the ICP Internet Site(s) as defined in EXHIBIT B through the AOL Network, (ii) ICP to be the premier and only provider of AOL Programming (as defined in EXHIBIT E) for the AOL Service as fully set forth in EXHIBIT E, and (iii) the parties perform other services and obligations as more fully set forth herein. Defined terms used but not defined in the body of this Agreement or in EXHIBIT C attached hereto shall be as defined on EXHIBIT B attached hereto.


For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


TERMS


1. DISTRIBUTION; PROGRAMMING


1.1 CARRIAGE; PLACEMENTS; PROMOTIONS. During the Term, AOL shall
provide to ICP the following carriage, placements and
promotions (collectively with any comparable promotions
provided in accordance with this Agreement, if any, the
"PROMOTIONS"), which Promotions shall link to an ICP Internet
Site(s), the Private Store (as defined in Section 1.2.4) or a
Welcome Mat (as defined in Section 5.2.1) as more
specifically set forth below:


1.1.1 ANCHOR TENANCY. Beginning on the launch date of each
Anchor Tenant Button (AOL shall use commercially
reasonable efforts to meet the launch dates set
forth in EXHIBIT M), AOL shall provide ICP with
Anchor Tenant distribution (the "ANCHOR TENANCY") as
follows:


(a) prominently place, on a Continuous basis, an
agreed-upon ICP logo, banner, branded link, listing
or other placement as set forth in EXHIBIT H (each,
an "ANCHOR TENANT BUTTON") and provide Banner
Advertisements and other temporary Promotions set
forth on EXHIBIT H on the screens set forth in
Paragraph 1 (AOL Service), Paragraph 2 (AOL Country
Services), Paragraph 3 (AOL.com), Paragraph 4
(Digital City Service) and Paragraph 6 (CompuServe)
of EXHIBIT H (or any specific successor thereto)
which Anchor Tenant Buttons shall link to the ICP
Internet Site(s); or, if requested by AOL pursuant
to Section 5.2.1, to a Welcome Mat;


(b) subject to the terms of this Agreement, provide
ICP with, at a minimum, the following Keywords (as
well as any mutually agreed upon Keywords related to
any new products or services developed by ICP during
the Term): "SportsLine", "CBS SportsLine", "CBS
Sports", "GolfWeb", "IGO Golf", "TheSportsStore.com"
"Commissioner.com", "Football Playbook",
"SoccerNet", and "Cricinfo" which Keywords shall
link to an applicable page within the applicable ICP
Internet Site, subject to AOL's approval, which
approval shall not be unreasonably withheld nor
delayed, and


(c) list the ICP Internet Site(s) in AOL's "Find"
feature.


2
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


Except to the extent expressly described herein,
the exact form, placement and nature of the Anchor
Tenant Buttons shall be determined by AOL in its
sole editorial discretion subject to *** AOL
regarding such matters.


1.1.2 ROS ADVERTISEMENTS. AOL shall provide ***
Impressions to ICP from run of service Banner
Advertisements ("ROS ADVERTISEMENTS") for each year
of the Term (subject to Section 1.1.4.4) on the AOL
Service to promote the ICP Internet Site(s), the
Private Store and individual Products sold in the
Private Store; provided that, ICP shall not use more
than *** of the ROS Advertisements (as measured by
Impressions) to promote Other Products (as defined
in EXHIBIT A, Section 2(b)); provided, further, that
AOL shall use commercially reasonable efforts to
provide *** of the ROS Advertisements in the AOL
Service Sports Channel on a run of channel basis.
The ROS Advertisements shall be in accordance with a
quarterly plan as described on EXHIBIT L and subject
to the terms and conditions of this Agreement
(including without limitation, the restrictions
placed on Commerce Promotions, as defined in EXHIBIT
B, but only to the extent ROS Advertisements are
used to promote Products), and AOL's standard
insertion order for advertisements on the AOL
Network, including all terms contained and
incorporated therein, provided such standard
insertion order is disclosed to ICP. Any ROS
Advertisements for the Private Store or Products
sold in the Private Store shall link only to the
Private Store.


1.1.3 AOL PROMOTION OF ICP COMMERCE. In addition to any
ROS Advertisements promoting, or Links in the AOL
Programming linking to, the Private Store or
Products sold in the Private Store, AOL shall
provide the placements for the Private Store and/or
Products sold in the Private Store as set forth in
Paragraph 5 of EXHIBIT H; provided that, ICP shall
not use more than *** of the Commerce Promotions (as
measured by the number of Impressions) for the
promotion and sale of Other Products.


1.1.4 IMPRESSIONS GUARANTEE.


1.1.4.1 GUARANTEE. AOL shall provide ICP with at
least *** Impressions from ICP's presence on the
AOL Network as set forth in EXHIBIT H and in
Section 1.1.2 (i.e., ROS Advertisements) of this
Agreement (collectively, the "AGGREGATE IMPRESSIONS
GUARANTEE" and each, an "IMPRESSIONS GUARANTEE").
For purposes of this Agreement, ICP's presence on
an AOL screen shall conform to the specifications
set forth on EXHIBIT D (each, an "ICP PRESENCE"),
provided that only screens that contain a Link to
the ICP Internet Site(s), the Private Store or a
Welcome Mat (created by ICP pursuant to Section
5.2.1), if applicable, will count against the
Impressions Guarantee.


1.1.4.2 DELIVERY. A minimum of *** of each
Impressions Guarantee set forth in EXHIBIT
H shall be satisfied through the relevant
placements set forth in EXHIBIT H. Up to
*** of each Impressions Guarantee may be
satisfied through additional placements on
the *** or other *** of the AOL Network.
With respect to each Impressions Guarantee,
AOL will not be obligated to provide in
excess of any such amounts in any year, nor
shall AOL be deemed in breach of this
Agreement as a result of any failure to
meet any individual Impressions Guarantee;
provided that any Under Delivery (as
defined in Section 1.1.4.4 within a
Category (as defined below) shall be cured
as described in Section 1.1.4.4.


1.1.4.3 OVER-DELIVERY. In the event AOL provides in
excess of the total annual Impressions
Guarantees in any year with respect to any
particular category (i.e.,


2 3
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


***, ***, ***, ***, ***) (each a
"CATEGORY") of placements (each, an
"OVER-DELIVERY"), the Impressions
Guarantees within the same Category in the
subsequent year will be reduced (on a
pro-rata basis across all sub-Categories)
by the amount of such excess (each, an
"IMPRESSIONS GUARANTEE REDUCTION", and
collectively, "IMPRESSIONS GUARANTEE
REDUCTIONS") subject to a *** of *** per
*** (such *** to apply separately to each
such *** subject to an Impressions
Guarantee Reduction). Notwithstanding the
foregoing, nothing contained in this
Section 1.1.4.3 shall be construed to
permit AOL to terminate or suspend (i) the
Anchor Tenancy, or any portion thereof,
granted to ICP pursuant to Section 1.1.1,
or (ii) any other Continuous placement
provided pursuant to EXHIBIT H of this
Agreement.


1.1.4.4 UNDER-DELIVERY MAKE GOOD. In the event
that the total annual Impressions
Guarantees in any year with respect to a
Category of placements is not met (or AOL
reasonably believes it will not be met)
during any year of the Initial Term (each,
an "UNDER-DELIVERY"), AOL shall, as ICP's
sole remedy and at AOL's option, either:
(i) increase the total Impressions
Guarantees for the same Category (on a
pro-rata basis across all sub-Categories)
in the subsequent year (or with respect to
an Under Delivery in the last year of the
Initial Term, provide Impressions on a pro
rata basis across all sub-Categories during
the *** following the end of the Initial
Term in the amount of such Under Delivery)
by the amount of such Under Delivery (each,
an "IMPRESSIONS GUARANTEE INCREASE", and
collectively, "IMPRESSIONS GUARANTEE
INCREASES"); (ii) provide Impressions equal
to the amount of the Under Delivery on the
Targeted Screens, from time to time, in the
same or subsequent year (or during the ***
following the end of the Initial Term, with
respect to an Under Delivery in the last
year of the Initial Term); or (iii) some
combination thereof. In any event, AOL
shall fully satisfy the Aggregate
Impressions Guarantee by no later than ***
following the expiration of the Initial
Term.


1.2 GENERAL. AOL's provision of the Promotions shall be subject
to the following:


1.2.1 COMPARABLE COMMERCE PLACEMENTS IN THE EVENT OF A
REDESIGN. In the event of a redesign, AOL will have
the right to fulfill its promotional commitments
with respect to any of the Promotions set forth in
Section 1.1.3 of this Agreement by providing ICP
comparable (in terms of the mix of quality and
quantity) promotional placements, subject to ICP's
reasonable approval, in appropriate alternative
areas of the AOL Network. In addition, in the event
of a redesign, if AOL is unable to deliver any
particular Promotion set forth in Section 1.1.3 of
this Agreement, AOL will work with ICP to provide
ICP, as its sole remedy, a comparable (in terms of
the mix of quality and quantity) promotional
placement.


1.2.2 CONTENT OF PROMOTIONS. The Promotions and any other
promotions or advertisements purchased from or
provided by AOL pursuant to this Agreement will link
only to the ICP Internet Site(s) or, if applicable,
a Welcome Mat (created pursuant to Section 5.2.1)
and will be used by ICP solely for its own benefit
and will not be resold, traded, exchanged, bartered,
brokered or otherwise offered to any third party.
Notwithstanding the foregoing and subject to AOL's
rights hereunder (including without limitation,
AOL's right to approve the offer, license or sale of
all Products to AOL Purchasers, it being understood
that the foregoing clause shall not be construed as
to augment such rights or confer any additional
rights), AOL acknowledges that ICP utilizes third
party suppliers to supply, distribute, fulfill
and/or drop ship Products, and, accordingly, any
Commerce


3 4
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


Promotions may promote ICP Products owned and/or
supplied by third parties so long as ICP is the
seller of the Product to an AOL User. The specific
ICP Content to be contained within the Promotions
(including, without limitation, advertising banners
and contextual promotions) (the "PROMO CONTENT")
will be determined by ICP, subject to AOL's
technical limitations, the terms of this Agreement
(including without limitation, the restrictions set
forth in EXHIBIT D of this Agreement), and AOL's
then-current generally applicable policies relating
to advertising and promotions, including without
limitation those relating to AOL's exclusivity
commitments, provided, however, nothing in this
Section 1.2.2 shall permit AOL to (A) revoke ICP's
right to sell the Premier Products or Other
Products, or (B) materially restrict ICP's ability
to conduct Promotions of the Premier Products as a
whole. Other than Promotions for individual Products
which may contain the branding of the manufacturer,
the Promo Content shall not contain any branding
other than branding for ICP without prior approval
by AOL in AOL's reasonable discretion. The Parties
will meet in person or by telephone at least *** to
review operations and performance hereunder,
including a review of the Promo Content to ensure
that it is designed to maximize performance. ICP
will consistently update the Promo Content no less
than twice per week. Except to the extent expressly
described herein, the specific form, placement,
duration and nature of the Promotions will be as
determined by AOL in its reasonable editorial
discretion (consistent with the editorial
composition of the applicable screens) subject to
*** AOL regarding such matters.


1.2.3 PROGRAMMING/MERCHANDISING CONTENT OF ICP INTERNET
SITE(S). The ICP Internet Site(s) and the Private
Store shall consist solely of the Content and
Products described on EXHIBIT A hereto. ICP agrees
that it is and will remain primarily a provider of
sports-oriented Content. The inclusion of any
Content for distribution through the AOL Network
(including, without limitation, any features or
functionality) not described on EXHIBIT A or EXHIBIT
E shall be subject to AOL's prior written approval,
which approval shall not be unreasonably withheld or
delayed.


1.2.4 THE PRIVATE STORE. All Product sales and promotions
by ICP to AOL Purchasers shall be conducted through
a private co-branded version of ICP's Interactive
Site on the World Wide Web portion of the Internet
located at http://thesportsstore.com (or direct
successor thereto), which private co-branded version
will be maintained exclusively for AOL Users (the
"PRIVATE STORE"). All Commerce Promotions, including
without limitation Promotions for Products,
displayed within the AOL Network shall link to the
Private Store. All sales of Products through the
Private Store will be conducted through a direct
sales format; and ICP will not promote, sell, offer
or otherwise distribute any products through any
format other than a direct sales format (e.g.,
through auctions or clubs) without the written
consent of AOL, which consent shall not be
unreasonably withheld nor delayed; except that ICP
shall have the right to promote, sell, offer or
otherwise distribute through the Private Store ICP
Membership or Premium Services. AOL shall use
commercially reasonable efforts to *** with the ***
to participate as *** of *** in any *** conducted by
AOL (other than ***) which include a substantial
portion of *** conducted outside the *** and within
the AOL Service (any inadvertent failure to do so
shall not constitute a breach of this Agreement).
The foregoing restriction regarding non-direct sales
format sales shall not be construed to apply to any
generally available versions of the ICP Internet
Site(s) provided such auction is not directly linked
to the AOL Network. All categories of Products sold
in the Private Store shall be subject to AOL's prior
written approval and such merchandising shall be
subject to AOL's standard, generally applicable
advertising and commerce policies, including without
limitation, AOL's exclusivity commitments. No
services listed in the definition of Interactive
Service shall be offered, licensed or sold through
the Private Store and ICP will ensure that the
Private Store does not in any respect promote,
advertise, market or


4 5
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


distribute the products, services or content of any
other Interactive Service. In accordance with the
foregoing, AOL hereby approves the Product
categories listed on EXHIBIT A. ICP will review,
delete, edit, create, update and otherwise manage
all Content available on or through the Private
Store in accordance with the terms of this
Agreement. ICP shall have ninety (90) days from the
Effective Date to launch the Private Store. There
shall be no Links from the Private Store to any
Interactive Site other than to locations on (i) the
AOL Network, (ii) the ICP Internet Site(s) and (iii)
to the Interactive Sites of advertisers within the
Private Store subject to AOL's approval with respect
to clause (iii) which shall not be unreasonably
withheld or delayed.


1.2.5 COMMERCE TECHNOLOGY. ICP will take all reasonable
steps necessary to conform its promotion and sale of
Products through the Private Store to the
then-existing commerce technologies made available
to ICP by AOL (provided that ICP shall not be
required to make material changes to its underlying
technology to comply with this Section 1.2.5),
including, without limitation, AOL's "quick
checkout" tool which allows AOL Users to enter
payment and shipping information which is then
passed from AOL's centralized server unit to ICP for
order fulfillment ("AOL QUICK CHECKOUT").
Collection, storage and disclosure of information
which ICP provides to AOL will be subject to AOL's
privacy policy and all confidentiality requirements
hereunder. To the extent that the Private Store
includes AOL's Quick Checkout tool, ICP will ensure
that AOL Quick Checkout is of equal placement and
prominence to other available payment options.


1.2.6 LICENSE


1.2.6.1 Subject to the terms and conditions of this
Agreement (including without limitation
Section 8), ICP hereby grants AOL and its
Affiliates ("LICENSEES") a non-exclusive,
***, ***, worldwide license during the Term
to (a) market and promote the ICP Internet
Site(s) and the Licensed Content thereon,
or any portion thereof, solely in
connection with Links to, and framing of,
the ICP Internet Site(s) through areas
and/or features
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  34.207.78.157