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EXHIBIT 10.17
[*] Confidential Treatment has been requested for certain portions of this
exhibit.
KELLEY BLUE BOOK/AUTO-BY-TEL AGREEMENT
This Agreement supersedes the prior Agreements executed June 27, 1996 and
January 31, 1996 between Kelley Blue Book and Auto-By-Tel.
1. Kelley Blue Book will provide a link to Auto-By-Tel from its pages
beyond the "Buy A Car Now" and "Buy A New Car Now" buttons on the used
car report pages and new car pricing report pages, respectively.
(www.kbb.com/buyueast.html, www.kbb.com/buyneast.html and
www.kbb.com/cgi-bin/cgi.exe?kbb+nc+byn)
2. Auto-By-Tel's link will be placed as the third position of the "auto
buying services" on these pages.
3. Kelley Blue Book may, from time to time, change the geographic regions
of the United States to which this service pertains. Initially, it will
include all states, except California, Nevada, and Arizona.
4. [*]. Auto-By-Tel will pay Kelley Blue Book a referral fee of [*]
generated from the Kelley Blue Book site per month.
5. Kelley Blue Book will invoice Auto-By-Tel, with payment due in thirty
(30) days. If payment is not made in a timely manner, Kelley Blue Book
may, at its option, terminate this Agreement immediately.
6. Auto-By-Tel will provide a link to Kelley Blue Book's New and Used Car
Pricing services. Users coming to Kelley Blue Book from Auto-By-Tel's
site will see the Kelley Blue Book services in a controlled mode. In the
controlled mode, all links to the Kelley Blue Book Home Page will be
replaced with links to a page on the Auto-By-Tel site, and all other
outside links, i.e. links to other "buying services", links to the
Carfax service, and banner ads will be removed and the normal controlled
mode service charge will be waived.
7. Auto-By-Tel and Kelley Blue Book will not disclose the terms of this
Agreement to any outside entity at any time for any reason.
8. This Agreement will extend for a period of thirty (30) days from its
effective date. It shall continue automatically until either party
discontinues this Agreement by providing the other party with thirty
(30) days prior written notice of such termination.
/s/ PETE ELLIS 11-19-97 /s/ STEVE HENSON 11/17/97
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Pete Ellis Date Steve Henson Date
AUTO-BY-TEL KELLEY BLUE BOOK
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[*] Confidential Treatment Requested
AMENDMENT
Kelley Blue Book/Auto-By-Tel Agreement
This is an Amendment to the Agreement executed November 19, 1997 by and
between Kelley Blue Book and Auto-By-Tel.
Paragraph 6 shall be Amended, effective 7/1/98, to read:
6. Auto-By-Tel will provide a link to Kelley Blue Book's New and Used Car
Pricing services. Users coming to Kelley Blue Book from Auto-By-Tel's site
will see the Kelley Blue Book services in a controlled mode. In the
controlled mode, all links to the Kelley Blue Book Home Page will be replaced
with links to a page on the Auto-By-Tel site, and all other outside links
(banner ads, links to other buying services, vehicle history, finance sites,
etc.) will be removed. Kelley Blue Book and Auto-By-Tel will work together on
the "look and feel" of the controlled mode pages. Kelley Blue Book will track
the number of reports (New Car, Trade-In and Retail Used Car) downloaded each
month by users coming from the Auto-By-Tel site. At the end of each month,
the number of reports will be multiplied by the price per report of 2 cents
and used as the invoice amount for that month. Minimum payment, regardless of
the number of reports downloaded, will be [*] per month. Kelley Blue Book
will invoice Auto-By-Tel, with payment due by the 30th day of the following
month.
Paragraph 9 shall be added:
9. Once an Auto-By-Tel user has downloaded a used car report, Kelley Blue Book
will, at Auto-By-Tel's option, pass back much of the vehicle information,
including zip code, vehicle make/model, year, equipment, suggested retail
price, etc. via the URL string to Auto-By-Tel.
/s/ MARK LORIMER 6/30/98 /s/ STEVE HENSON 6/26/98
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Mark W. Lorimer Date Steve Henson Date
AUTO-BY-TEL KELLEY BLUE BOOK
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ADDENDUM TO AGREEMENT
Kelley Blue Book / Auto-By-Tel
This is an Addendum to the Agreement executed November 19, 1997 by and between
Kelley Blue Book and Auto-By-Tel.
Effective February 13, 1998, Auto-By-Tel gives authorization to Kelley Blue Book
to use the Auto-By-Tel registered trademark within the 'Web Export' function of
Kelley Blue Book's KARPOWER(R) Used Car valuation software.
/s/ MARK W. LORIMER 2/9/98 /s/ STEPHEN HENSON 2/9/98
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Mark W. Lorimer C.O.O. Date Stephen Henson Date
Auto-By-Tel Kelley Blue Book