廣告服務(wù)協(xié)議英文

1、advertising services agreement - doubleclick inc2advertising services agreementthis advertising services agreement (this "agreement"), effective asof january 1, 1999 (the "effective date"), by and between doubleclick inc., adelaware corporation ("doubleclick") and compa

2、q computer corporation, a delawarecorporation (together with its direct and indirect subsidiaries and affiliates,"compaq").whereas, doubleclick and compaq are parties to that certainprocurement and trafficking agreement, dated december 19, 1996, betweendoubleclick and digital equipment cor

3、poration (compaq'spredecessor-in-interest), as amended by amendment no. 1, dated december 16, 1997(collectively, the "existing agreement")whereas, doubleclick and compaq desire to replace the existingagreement and doubleclick has agreed to provide certain advertising services tocompaq

4、for the alta vista web site currently located at the url (together with all alta vista content pages and any successorpublic internet search and navigation web site or pages, the "web site"),subject to certain terms and conditions;(*)whereas, in furtherance of the objectives set forth abov

5、e, theparties hereto desire to enter into this agreement.now, therefore, in consideration of the foregoing and the mutualcovenants and agreements contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged,doubleclick and compaq, intend

6、ing to be legally bound, hereby agree as follows:article idefinitions1.1 definitions. as used in this agreement, the following terms shall havethe meanings specified below:(a) "ad sales service" shall mean the services provided bydoubleclick on behalf of compaq in relation to the web site

7、pursuant to articleiii.(b) "advertiser" shall mean a person who provides advertising,whether directly or through its advertising agency, to promote itself, itsbrands or the products or services that it offers.(c) "advertiser contract" shall mean any contract with anadvertiser.(d)

8、 "advertising" or "advertisement" shall mean material that (i)promotes a brand or products or services and (ii) is provided to compaq (whetherdirectly or through(*) denotes language for which the company has requested confidentialtreatment pursuant to the rules and regulations of

9、 the securities exchange actof 1934, as amended.doubleclick) for delivery to users. "advertising" or "advertisement" shall beclassified either as a standard ad unit or a beyond-the-banner arrangement.(e) "affiliate" shall mean, with respect to any person, any otherperso

10、n that, directly or indirectly, controls, is controlled by, or is undercommon control with, such person.(f) "agreement" shall mean this agreement and the schedules,exhibits and addenda attached hereto as the same may be amended, supplemented ormodified in accordance with the terms hereof.(

11、g) "average combined pricing" shall have the meaning set forth insection 4.4 of this agreement.(h) "average dart only fee" shall have the meaning set forth insection 4.4 of this agreement.(i) "badge" shall mean a graphical element in a fixed location on apage designed f

12、or the delivery of advertising that is, as of the effective date,125x125 pixels (file size up to 5k bytes), 120x60 pixels (file size up to 2k or3k bytes), 100x40 pixels (file size up to 2k bytes), 234x60 pixels (file size upto 6k bytes), or any other size in use prior to the effective date on any pa

13、gethat is a doubleclick represented page under this agreement, and shall, in allcases, include all natural evolutions thereof. a current sample of a badge isattached hereto as exhibit a.(j) "bad debt" shall mean receivables for billed net revenues inwhich collection has not been made and,

14、in accordance with criteria set bycompaq, is deemed uncollectable. in no event shall a receivable that is lessthan one hundred and twenty (120) days past due be deemed uncollectable.(k) "banner" shall mean a graphical element in a fixed location on apage designed for the delivery of advert

15、ising that is, as of the effective date,468x60 pixels (file size up to 12k bytes), and shall include all naturalevolutions thereof. a current sample of a banner is attached hereto as exhibita.(l) "barter" shall mean the exchange or trade of any unsoldinventory on the web site for non-monet

16、ary consideration.(m) "beyond-the-banner arrangements" shall mean any arrangement, asnow existing or hereafter developed, for advertising on a page or pages otherthan a standard ad unit. "beyond-the-banner arrangements" include, but are notlimited to, the following: (i) ad units

17、hereafter developed other than thestandard ad units (whether or not such newly-developed ad unit requiresintegration with the content on the web site); (ii) pages on the web site thatare customized so that they include co-branding with, or sponsorship by, theadvertiser during the course of the arran

18、gements; and (iii) pages on the website that feature content created or licensed from the advertiser or anotherthird party specifically for the advertising campaign in question. advertisingcampaigns may include both beyond-the-banner arrangements and standard ad units.2(n) "button" shall m

19、ean a graphical element in a fixed location on apage designed for the delivery of advertising that is, as of the effective date,88x33 pixels (files size up to 2k bytes), and shall include all naturalevolutions thereof. a current sample of a button is attached hereto as exhibita.(o) "centralized

20、 internet ad company" shall mean any company that isprimarily engaged in the business of targeting, measuring and deliveringadvertising on the internet via a network of web sites all linked to thecompany's computers.(p) "comparable customer" shall have the meaning set forth insect

21、ion 4.4 to this agreement.(q) "compaq" shall have the meaning set forth in the preamble tothis agreement.(r) "compaq indemnitee" shall have the meaning set forth in section7.2 to this agreement.(s) "confidential information" shall have the meaning set forth insection 10

22、.1 to this agreement.(t) "content zone" shall mean either (i) any section of the web siteexisting as of the date of this agreement that contains editorial content,whether such content is developed by compaq or licensed from a third party,provided that the standard ad units in such section

23、had been sold by doubleclickprior to the effective date of this agreement, or (ii) any currently existingsection of the web site that offers services to users (e.g., translation ande-mail services) other than services that would be offered on a home page,search results page or directory page.(u) &qu

24、ot;content zone page" shall mean any page within a content zone.for purposes of this agreement, any page that has attributes of a content zonepage shall be deemed a "content zone page", even if it also has attributes of adirectory page. however, any page that has the attributes of a c

25、ontent zone pageand also of a home page and/or search results page shall be deemed to be a "homepage" or "search results page" only, and shall in no event be deemed a "contentzone page."(v) "dart service" shall mean a service provided by doubleclick toweb site

26、 publishers for the targeted and measured delivery of standard ad unitsthrough the system from doubleclick's servers to specified web sites based oncriteria selected by advertisers.(w) "directory page" shall mean any page that contains acomprehensive directory of web sites, whether exi

27、sting on the web site as of thedate of this agreement or developed in the future. any page that has theattributes of a directory page and of a home page, search results page and/orcontent zone page shall be defined in accordance with the definitions of "homepage", "search results page

28、" and "content zone page", and shall in no event bedeemed a "directory page."3(x) "doubleclick" shall have the meaning set forth in the recitalsto this agreement.(y) "doubleclick competitor" shall mean any person that is primarilyengaged in the business o

29、f third party online advertising sales and services;provided, however, that a person shall be deemed a "doubleclick competitor" ifit owns a division, business unit or similar entity that is primarily engaged inthe business of third party online advertising sales and services.(z) "doub

30、leclick represented pages" shall mean any pages for whichdoubleclick may sell advertising pursuant to the terms of this agreement.(aa) "doubleclick indemnitee" shall have the meaning set forth insection 7.1 to this agreement.(bb) "effective date" shall have the meaning set f

31、orth in thepreamble to this agreement.(cc) "existing agreement" shall have the meaning set forth in therecitals to this agreement.(dd) "existing orders" shall have the meaning set forth in section3.8(e) to this agreement.(ee) "home page" shall mean the page initially pr

32、esented to the userwhen accessing the primarily advertised web site url. for the purposes of thisagreement, any page that has the attributes of a home page shall be deemed to bethe "home page," even if it also has attributes of any of the following: asearch results page, content zone page

33、and/or directory page.(ff) "html modifications" shall have the meaning set forth insection 3.8 to this agreement.(gg) "impression" shall mean each occurrence of advertising on apage resulting from a user accessing or visiting such page.(hh) "indemnitee" shall have the m

34、eaning set forth in section 7.3 tothis agreement.(ii) "indemnitor" shall have the meaning set forth in section 7.3 tothis agreement.(jj) "international ads" shall have the meaning set forth in section3.2(b) to this agreement.(kk) "local ads" shall have the meaning set f

35、orth in section 3.2(c)to this agreement.4(ll) "national ads" shall have the meaning set forth in section3.2(a) to this agreement.(mm) "net payable" shall have the meaning set forth in section 4.6of this agreement(nn) "net revenue" shall mean (*)(oo) "new inventory&

36、quot; shall have the meaning set forth in section 3.5to this agreement.(pp) "new inventory addendum" shall mean the addendum, to be signedby both compaq and doubleclick, that will confirm the new inventory that will besubject to this agreement and the specific arrangements for such new inv

37、entory.(qq) "new web site area" shall have the meaning set forth in section3.5 to this agreement.(rr) "non-u.s. advertiser" shall mean an advertiser for which theprimary sales contact with respect to a given advertising campaign is based inadvertiser's offices outside of the

38、united states; provided, however, that if anadvertiser is represented by an advertising agency, the primary sales contactshall be deemed to be the agency's primary contact in the advertiser'sorganization.(ss) "page" shall mean a page on the web site that is linked to thedart servic

39、e.(tt) "paid advertising" or "paid advertisement" shall mean (i)advertising which is paid for by an advertiser; (ii) advertising that isprovided to an advertiser free of charge as a component of a paid advertisingcampaign; and (iii) advertising provided as a make-good to an adver

40、tiser so longas doubleclick shall not receive credit more than once for such make-good.(uu) "permitted designees" shall mean any designee of compaqprovided that such person is not a doubleclick competitor.(vv) "person" shall mean any individual, firm, corporation,partnership, tru

41、st, association, joint venture, company or other entity, or anygovernment authority.(ww) "sales policies" shall have the meaning set forth in section3.11 to this agreement.(xx) "search results page" shall mean the page on any section of theweb site on which the results of a keywo

42、rd search powered by the altavistasearch engine appear. for the purposes of this agreement, any page that has theattributes of a search results page shall be deemed to be a "search resultspage" only, even if it also has attributes of any of the following:(*) denotes language for which the

43、company has requested confidentialtreatment pursuant to the rules and regulations of the securities exchange actof 1934, as amended.5content zone page or directory page. however, any page that has the attributesof both a search results page and home page shall be deemed a "home page" only,

44、and shall in no event be deemed a search results page.(yy) "services" shall mean, collectively, the dart service, the adsales service, and any other service provided by doubleclick to compaq underthis agreement.(zz) "standard ad unit" shall mean a banner, badge, button, toolboxor

45、 text link.(aaa) "strategic advertiser" shall mean any person that enters intoa strategic advertising arrangement.(bbb) "strategic advertising arrangement" shall have the meaning setforth in section 3.3 to this agreement.(ccc) "system" shall mean doubleclick's propr

46、ietary dart softwaretechnology.(ddd) "term" shall have the meaning set forth in section 5.1 to thisagreement.(eee) "text link" shall mean a hypertext link in a fixed location ona page designed for the delivery of advertising that is, as of the effectivedate, a 1x1 pixel tracking

47、gif (file size up to 1k bytes; file size for text 500bytes or less; no more than two lines of text, no more than 20 characters perline), and shall include all natural evolutions thereof. a current sample of atext link is attached hereto as exhibit a.(fff) "toolbox" shall mean a graphical e

48、lement in a fixed locationon a page designed for the delivery of advertising that is, as of the effectivedate, 131x190 pixels (file size up to 8k bytes), and shall include all naturalevolutions thereof. a current sample of a toolbox is attached hereto as exhibite.(ggg) "top three" shall ha

49、ve the meaning set forth in section 5.4 tothis agreement.(hhh) "trademark use guidelines" shall have the meaning set forth insection 8.1 to this agreement.(iii) "unpaid advertising" or "unpaid advertisement" shall mean anyadvertisement that is not a paid advertisement.

50、examples of "unpaid advertising"include (i) advertisements that promote compaq, the web site, or theirrespective products and services, and (ii) advertisements bartered by compaqpursuant to section 3.6.(jjj) "u.s. advertiser" shall mean an advertiser for which theprimary sales co

51、ntact with respect to a given advertising campaign is based inadvertiser's offices in the united states; provided, however, that if anadvertiser is represented by an advertising agency, the primary sales contactshall be deemed to be the agency's primary contact in the advertiser'sorganiz

52、ation.6(kkk) "user" shall mean any person that accesses the web site.(lll) "web site" shall have the meaning set forth in the recitals tothis agreement.(mmm) "year 1" shall mean the period from the effective date untildecember 31, 1999.(nnn) "year 2" shall mea

53、n the period from january 1, 2000 todecember 31, 2000.(ooo) "year 3" shall mean the period from january 1, 2001 throughthe termination of this agreement.(ppp) "year 2 excluded advertisers" shall have the meaning set forthin section 3.7 to this agreement.(qqq) "year 3 exclude

54、d advertisers" shall have the meaning set forthin section 3.7 to this agreement.article iidart service2.1 dart service.(a) subject to the terms and conditions of this agreement,doubleclick hereby agrees to provide the dart service to compaq for the web siteduring the term. standard ad units pla

55、ced on the web site by compaq ordoubleclick shall be delivered exclusively by doubleclick through the dartservice. subject to the fees described in article iv, doubleclick agrees also todeliver through the dart service those beyond-the-banner arrangements as may berequested by compaq. a description

56、of the dart service as of the date hereof isattached hereto as exhibit b.(b) doubleclick grants to compaq the non-exclusive andnon-transferable (except as permitted pursuant to section 11.8) right to accessand use the dart service, which compaq can access and use on doubleclick's webservers by m

57、eans of a unique password issued by doubleclick, and for thepurposes of: (i) performing projections of standard ad unit impressioninventories that might be available through the dart service, (ii) uploading andstoring standard ad units for delivery by doubleclick through the dart service,(iii) selec

58、ting trafficking criteria for the delivery of standard ad units tousers, and (iv) receiving reports of standard ad units impressions and otherdata related to the delivery of standard ad units by the dart service.2.2 compaq's dart service obligations. compaq shall be responsible forsoliciting adv

59、ertising, except to the extent such soliciting is conducted bydoubleclick on behalf of compaq pursuant to this agreement. with respect to alladvertising sold by compaq that is delivered through the dart service, compaqshall be responsible for trafficking advertising7(which shall include the input of

60、 advertising into the system) and handling allinquiries of any type or nature. trafficking of advertising may be outsourced todoubleclick at compaq's request and for additional fees (as set forth in articleiv below). with respect to all advertising sold by compaq that is deliveredthrough the dart service, compaq shall obtain all necessary rights, licenses,consents, waivers and permissions from advertisers and others to al