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Aol Online Services Agreement

This is an actual contract by AOL Latin America.

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Sectors: Media, Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: January 01, 2000
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EXHIBIT 10.6


America Online Latin America, Inc. has omitted from this Exhibit 10.6 portions of the Agreement for which America Online Latin America, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of this agreement for which confidential treatment has been requested have been filed separately with the Securities and Exchange Commission.


AOL ONLINE SERVICES AGREEMENT


THIS AOL ONLINE SERVICES AGREEMENT (this "Agreement"), dated as of
_________, 2000 (the "Effective Date"), is entered into by and between
America Online, Inc., ("AOL" or "Service Provider"), a corporation
organized under the laws of the state of Delaware, having its principal
offices at 22000 AOL Way, Dulles, Virginia, USA 20166-9323, and America
Online Latin America, Inc., a Delaware corporation (the "Company" or
"Recipient"), having its principal offices at 6600 N. Andrews Avenue, Suite
500, Ft. Lauderdale, FL, USA 33309.


WITNESSETH:
----------


WHEREAS, Service Provider is engaged in the business of providing
Interactive Services worldwide.


WHEREAS, the Company operates and/or markets and supports the Business
in the Territory through certain operating entities owned by the Company,
including Recipient.


WHEREAS, concurrent with the execution hereof, the Company and AOL
have entered into the related AOL License Agreement (the "AOL License"),
pursuant to which AOL has granted to the Company certain rights and
licenses for conducting the Recipient Interactive Services. In connection
therewith, and pursuant to the Related Agreements, AOL has agreed to extend
to the Company certain services, including technical support, training and
related services pertaining to AOL Services, that are necessary to Launch
and operate the Recipient Interactive Services in the Territory, all as set
forth in this Agreement.


NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


AGREEMENT:
---------


1. DEFINITIONS; CONSTRUCTION. Capitalized terms used but not defined in the
body of this Agreement shall have the meaning given to such terms in
Attachment A. Other capitalized terms used without definition shall have
------------
the meanings given in the AOL License. Unless the context clearly indicates
otherwise, any term defined or used in the singular shall include the
plural. Use of the term "include" or "including" shall be construed to mean
"include without limitation" or "including without limitation", as
applicable.


2. PROVISION OF CERTAIN ONLINE SERVICES. In connection with the AOL
License, and subject to the Related Agreements, Service Provider shall
provide Recipient with the services described in this Section 2 in order to
facilitate the Launch and operation by Recipient of AOL-branded PC Access
Services in the Territory. At such time that the Board of Directors
approves the development and Launch of one or more additional Recipient
Interactive Service(s) in particular country(s) in the Territory pursuant
to the Company's Certificate of Incorporation, Recipient shall notify
Service Provider in writing of such approval and identify


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the particular country(s) in the Territory and what Recipient Interactive
Services are to be provided (such notice, the "Service Notice"), and
Service Provider shall commence provision of the services described in this
Section 2 in such countries and/or with respect to such additional
Recipient Interactive Services.


2.1 Consistency of AOL Services. The parties acknowledge and agree
---------------------------
that it is necessary for Service Provider to maintain uniform standards
governing all material facets of AOL Services in order to provide
subscribers worldwide with high quality, cost effective and consistent
levels of service, and to protect the reputation and goodwill associated
with the AOL Services in the Interactive Services market. Accordingly,
Service Provider shall provide Recipient with the services described herein
in a manner consistent with such objectives.


2.2 Licensed Product Development Services.
-------------------------------------


(a) Launch Software. As promptly as practicable following the
---------------
date hereof, and pursuant to the terms and conditions of this Agreement,
Service Provider shall provide Recipient with the launch software, in
accordance with the requirements set forth in Attachment B (the "Launch
------------
Software"), to be used in connection with the Launch by Recipient of a PC
Access Service in the country(s) in the Territory identified by Recipient
as aforesaid. All Launch Software shall be deemed to be components of the
Licensed Products. Recipient shall have the same license rights to the
Launch Software as those rights granted to Recipient in Section 2 of the
AOL License with respect to the Licensed Products. Recipient shall pay
Service Provider for the localization of the Launch Software at MFN Rates.
All payments under this Section 2.2(a) shall be made within twenty (20)
Business Days following submission of quarterly invoices, which shall
include a breakdown, on a time and material basis, in reasonable detail of
the charges, in respect of the work carried out during the preceding
quarter. Recipient shall pay Service Provider at MFN Rates for the
internationalization or localization of post-Launch modifications to the
Licensed Products in accordance with the process described in Section
2.2(d) below.


(b) New AOL Developments. Service Provider shall provide
--------------------
Recipient with New AOL Developments for the Recipient Interactive Services
as described in this Section 2.2(b). At the beginning of each calendar
quarter, Service Provider shall conduct a technology review and provide
Recipient with Service Provider's New AOL Development intentions for that
quarter with respect to the Recipient Interactive Services that Recipient
is then providing. Recipient shall pay Service Provider at MFN Rates for
any internationalization or localization required to implement New AOL
Developments for such Recipient Interactive Services in accordance with the
process described in Section 2.2(d) below. Recipient acknowledges and
agrees that New AOL Developments shall be deemed to be Licensed Products
under the AOL License. Recipient shall have the same license rights to the
New AOL Developments as those rights granted to Recipient in Section 2 of
the AOL License with respect to the Licensed Products. Consistent with
Service Provider's Uniform Policies regarding New AOL Developments and,
subject to Section 2.2 of the AOL License, Service Provider shall exercise
commercially reasonably efforts to retain and grant to Recipient all rights
with respect to Third Party Product enhancements on the same terms as set
forth in Section 2.2 in the AOL License.


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(c) Requested Developments. Upon Recipient's request, and
----------------------
subject to the good faith agreement of Service Provider and Recipient in
writing upon reasonable terms and conditions of such development, including
commercially reasonable payment terms at MFN Rates, all in accordance with
the process described in Section 2.2(d) below, Service Provider shall
develop revisions, enhancements and/or modifications of the Licensed
Products and provide other development services related to the Recipient
Interactive Services that Recipient is then providing or in respect of
which it has delivered a Service Notice ("Requested Developments").
Recipient acknowledges and agrees that Requested Developments shall be
deemed to be Licensed Products. Recipient shall have the same license
rights to the Requested Developments as those rights granted to Recipient
in Section 2 of the AOL License with respect to the Licensed Products.


(d) Process for Developments. The process for internationalizing
------------------------
and localizing New AOL Developments and for requesting Requested
Developments shall be conducted through a marketing requirements document
("MRD") developed by AOL's international product marketing group in
conjunction with Recipient, containing reasonably sufficient information in
order for Service Provider to make a technical assessment and to provide an
initial estimate of the timetable and total pricing for completion of the
development services. Service Provider shall negotiate in good faith with
Recipient all reasonable MRDs, provided that Recipient acknowledges and
agrees that Service Provider will not accept MRDs that in Service
Provider's reasonable opinion, may compromise security or performance or
otherwise do not comply with AOL's Uniform Policies. If Service Provider
reasonably believes that an MRD would have such effect, Service Provider
shall exercise commercially reasonable efforts to assist Recipient in
developing an MRD that does not have such effect but that provides the
functionality that Recipient desires. Service Provider and Recipient
recognize that the level of information required in an MRD will vary
according to the specified functionality, but must contain a sufficient
level of information and detail for Service Provider to assess fully the
nature and scope of the project and its technical feasibility. The parties
acknowledge that Recipient may need to consult with Service Provider's
management, technology and international staffs in order to develop the
MRD. Upon written acceptance of an MRD by Service Provider, Service
Provider shall provide the applicable development services in accordance
with the terms and conditions of such MRD, including commercially
reasonable payment terms at MFN Rates.


2.3 Training, Technical Support, Documentation and Additional Support
-----------------------------------------------------------------
Services
--------


(a) Training and Technical Support.
------------------------------


(i) Scope. Service Provider shall provide Recipient with
-----
the pre-Launch and post-Launch Training and Technical Support set forth in
Attachment D with respect to PC Access Services and with appropriate
------------
pre-Launch and post-Launch Training and Technical support as may be agreed
by Service Provider and Recipient with respect to Wireless Access Services
and TV Access Services in substantially the manner Service Provider is
providing them in the United States after Recipient obtains the right to
Launch such Services in the Territory. With respect to such Training and
Technical Support, Service Provider reserves the right to amend
Attachment D from time to time to permit Service Provider to make such
------------
reasonable changes as are necessary for Service Provider to provide such
items on a consistent worldwide basis; provided that any such amendment
shall not increase the rates or expand the fee structure


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applicable to Recipient any more than such rates are increased or fee
structure expanded with respect to other JV Affiliates consistent with
AOL's Uniform Policies. Service Provider shall provide Recipient with prior
notice of such amendments to Attachment D.
------------


(ii) Exchange Program. Service Provider shall, upon the
----------------
request of Recipient and subject to Service Provider's reasonable
discretion and the availability of its personnel, send qualified English-
speaking employees from among Service Provider's Content production and
technical personnel to Recipient's offices to assist and train Recipient's
Trainees. During the time such exchange personnel participate in the
aforementioned exchange program, (i) Service Provider shall pay all of
their salary and standard Service Provider benefits, and (ii) Recipient
shall either pay or reimburse Service Provider for all of their air travel,
lodging, local transportation, meals, and other out-of-pocket expenses
associated with such travel; provided that such expenses conform to
Recipient's general and reasonable policies regarding expenses for its own
employees and such arrangement is at least as favorable as any similar
arrangement with any JV Affiliate, taking into account any reasonable
differences in payment or reimbursement policies due to differences in
location. Recipient shall also pay or reimburse Service Provider for
reasonable incremental expenses incurred by such exchange personnel as a
result of their relocation and travel, including increased cost of living,
increased tax burden, or other factors attendant to relocating to a
different country.


(iii) Contacts. Service Provider shall promptly after the
--------
Effective Date and as necessary from time to time thereafter provide
Recipient with an up-to-date list of contact names and telephone numbers of
the individuals providing Training and Technical Support.


(b) Documentation. The Documentation and Confidential
-------------
Information identified in Attachment B of the AOL License shall be
------------
periodically updated by Service Provider. After a Service Notice and
thereafter from time to time as necessary to reflect updates, Recipient
will receive one (1) print and computer-readable copy of each final,
finished release of such Documentation and Confidential Information in
English as it becomes available.


(c) Licensed Product Support and Maintenance.
----------------------------------------


(i) Error Correction; Virus Deletion. Recipient shall
--------------------------------
promptly disclose to Service Provider any Errors or Viruses in the Licensed
Products of which Recipient becomes aware. The minimum amount of
information to be provided when disclosing an Error or a Virus is set forth
in Attachment C. Service Provider shall, at no charge to Recipient, use
------------
commercially reasonable efforts to (i) correct any material, replicable
Errors in Licensed Products, and (ii) use industry-standard software
programs to detect material Viruses and to delete material Viruses in the
Licensed Products. However, if Recipient is determined to have been either
the source or direct conduit for the Error or Virus, Recipient shall
promptly pay Service Provider for such Error Correction or Virus Deletion,
as the case may be, on a commercially reasonable time and materials basis
at MFN Rates. Service Provider shall assign the same priority and apply the
level of effort that Service Provider uses for similar priority Errors or
Viruses for the AOL-US Service, as set forth in Attachment C, and will
------------
promptly on commercially reasonable terms and conditions (A) supply the
Error Correction to Recipient when available and/or (B) perform the Virus
Deletion. Service Provider shall have the right to amend from time to time
the AOL Error Correction and/or Virus Deletion Policies set forth in


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Attachment C, respectively, if such amendment is made in connection with a
------------
change in AOL's worldwide Error Correction or Virus Deletion Policy, as the
case may be, and applies substantially equally to all AOL Services,
including the AOL-US Service. Service Provider shall provide Recipient with
prior notice of such amendments.


(ii) Other Maintenance Terms. With respect to Third Party
-----------------------
Products, Service Provider shall provide Recipient with all associated
third-party support and maintenance rights, including error correction
and/or deletion of Viruses, as applicable, to the extent that Service
Provider may grant or pass through to Recipient such rights at no
additional cost to Service Provider; provided, however, that Service
Provider shall have no obligation to obtain such support and maintenance
rights for Recipient other than to provide Recipient commercially
reasonable assistance in obtaining maintenance service for Third Party
Products at rates at least as favorable as those applicable to any JV
Affiliate, subject to any reasonable difference in rates or cost due to
location, usage or other reasonable factors that might impact the level and
cost of support and maintenance. To the extent Recipient receives the right
to use a Third Party Product and Service Provider pays the maintenance fees
for such Product, Recipient shall promptly reimburse Service Provider for
that percentage of such maintenance fees attributable to Recipient's use of
that Third Party Product.


(d) Additional Support Services. Service Provider shall provide
Recipient additional support services relating to the Licensed Products at
MFN Rates.


2.4 Host Computer Access and Operations.
-----------------------------------


(a) Access. Service Provider shall provide Recipient with Host
------
Computer Access as necessary to operate Recipient Interactive Services in a
manner substantially similar to the AOL-US Services and Recipient shall
compensate Service Provider for such access at MFN Rates.


(b) Information Provider Connection. Upon Recipient's request
-------------------------------
and at Recipient's expense, Service Provider shall provide Recipient's
Content providers with the capability to make a network connection to the
AOL Services host system via direct TCP/IP or other mutually agreeable
network connection for the purpose of permitting such providers to provide
and manage Recipient Interactive Service Content with respect to PC Access
Services and, if applicable, with respect to Wireless Access Services and
TV Access Services after Recipient obtains the right to Launch such
Services in the Territory. Recipient shall have the right to seek
reimbursement from its Content providers for the cost of such network
connections; provided, however, that Recipient shall remain primarily
liable for such costs in any event.


(c) Operations. Subject to Section 2.4(a), Service Provider
----------
shall have the sole right within its complete discretion to control the
operations of its computers providing Host Computer Access to Recipient. On
the Effective Date, computers providing Host Computer Access for all AOL
Services are located in the United States. Subject to approval by the Board
of Directors, computers providing Host Computer Access for the Recipient
Interactive Services may be located remotely within the Territory if
technically and financially feasible, provided that: (i) such operations
shall be subject to a remote host computer access technical plan to be
developed by Service Provider, in consultation with Recipient and the
Company, and


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(ii) Recipient and the Company shall compensate Service Provider for
services in connection with the implementation and operation of any remote
Host Computer Access at applicable MFN Rates.


2.5 Interconnection.
---------------


(a) AOL-branded Access Services Interconnection. With respect to
-------------------------------------------
AOL-branded PC Access Services, and, following their Launch by Recipient,
AOL-branded TV Access Services, AOL-branded Wireless Access Services and
Internet Portal Services operated by Recipient, Service Provider shall
provide Recipient with a non-exclusive Interconnection between the AOL
Services and the AOL-branded Recipient Interactive Services. Likewise, with
respect to PC Access Services, and, following their Launch by Recipient, TV
Access Services, Wireless Access Services, and Internet Portal Services,
Recipient shall provide, to such AOL Services providing such access,
substantially comparable non-exclusive Interconnection to such AOL-branded
Recipient Interactive Services. Both parties acknowledge that such
Interconnection between and among the AOL Services, as well as access to
each AOL Service's Content, shall be subject to the Related Agreements and
any technical limitations of the Recipient Interactive Services which are
not due to the failure of Service Provider to meet its obligations under
this Agreement or the AOL License (e.g. a different operating system is
required, as is the case with the AOL Service in Japan).


(b) Other AOL Services Interconnection.
----------------------------------


(i) AOL-branded Internet Portal Services Interconnection.
----------------------------------------------------
Subject to and in accordance with the Related Agreements, if AOL is
entitled to and offers an AOL-branded Internet Portal Service in the
Territory, then AOL and its Affiliates shall have the right to Interconnect
(subject to applicable limitations in agreements with third parties) such
AOL-branded Internet Portal Service with: (A) any AOL-branded Access
Services, and (B) any AOL-branded Internet Portal Services (to the extent
offered by Recipient pursuant to Section 2.9(a) of the AOL License), in
each case then being offered by Recipient. Specifically, in such event: (1)
Recipient shall provide, to such AOL Services providing such access,
substantially comparable non-exclusive Interconnection to such AOL-branded
Recipient Interactive Services, and (2) Recipient shall be entitled to
receive reasonable compensation for Interconnection in the amount of (y) an
allocation of ongoing costs of running the applicable AOL-branded
Interactive Service offered by Recipient reasonably allocable to such
Interconnection plus (z) the amount that third parties pay for access to
Content of the applicable Recipient Interactive Service offered by
Recipient, if anything, to the extent that such Interconnection results in
access to such Content.


(ii) License to Certain Recipient Content. If AOL and its
------------------------------------
Affiliates have the right to Interconnect to AOL-branded Interactive
Services offered by Recipient in the Territory pursuant to paragraph (i)
above, Recipient hereby grants to AOL and its Affiliates the non-
transferable (except as expressly provided herein) right to access, and to
grant to subscribers to AOL Services the right to access, Content available
through any such Interconnected AOL-branded Interactive Services offered by
Recipient, including access to Recipient Content and other Content, but
excluding Restricted Content.


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2.6 AOL Operating Standards. The Parties agree that Recipient shall
-----------------------
exercise commercially reasonable efforts to implement and maintain
reasonable operating standards, specifications and procedures ("AOL
Operating Standards") as follows:


(a) As to each of the AOL Operating Standards set forth in
Attachment E, Service Provider shall, with respect to PC Access Services,
------------
prescribe, and Recipient shall implement and maintain, such AOL Operating
Standards, provided that such AOL Operating Standards shall be applied to
Recipient in a manner that is not less favorable to Recipient than the
manner in which such AOL Operating Standards are applied to other JV
Affiliates.


(b) As to other operating matters, such as sales, marketing,
customer service, business development and Content programming, Service
Provider shall provide advice to Recipient, to which Recipient shall give
good faith consideration.


(c) Service Provider may provide Recipient with any changes to
the AOL Operating Standards in writing from time to time and Recipient
shall implement such changes to AOL Operating Standards in accordance with
commercially reasonable schedules to the extent that such changes do not
materially expand or modify the categories of standards described therein
and do not unreasonably interfere with the operations of Recipient.


(d) For the avoidance of doubt, the Parties agree that (i) any
standard, specification or procedure relating to interoperability of the
AOL Services shall be conclusively deemed to be subject to subsection (a)
above, and (ii) Recipient agrees not to adopt or implement any standard,
specification or procedure relating to such interoperability without the
prior approval of Service Provider, provided that Service Provider agrees
to provide any changes or enhancements to the AOL Operating Standards in a
commercially reasonable manner such that Recipient may implement such
changes or enhancements without unreasonable interference with its
operations.


(e) Service Provider and Recipient shall each designate one
individual having appropriate qualifications to confer on a regular basis
regarding AOL Operating Standards and their implementation and maintenance.


2.7 Rights of Operating Entities. Recipient may direct that the
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