EXHIBIT 10.28
PRIVILEGED AND CONFIDENTIAL
EXECUTION COPY
** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT.
THE REDACTED MATERIAL HAS BEEN INDICATED WITH A DOUBLE ASTERISK AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CHANNEL AGREEMENT
This Channel Agreement (the "Agreement") is made and effective as of
October 31, 2000 (the "Effective Date") by and between ALTAVISTA COMPANY, a
Delaware corporation with its principal business offices at 529 Bryant
Street, Palo Alto, CA 94301 (together with all companies controlled by
AltaVista, "AltaVista"), and EBIX.COM, a Delaware corporation with its
principal business offices at 1900 East Golf Road, Schaumburg, IL 60173
("Ebix").
WHEREAS, Ebix owns and provides a generally-available Web site that contains
a comprehensive on-line insurance service;
WHEREAS, AltaVista maintains or manages certain Web pages which may be
delivered to users worldwide via various technologies, now known or hereafter
developed, which may incorporate content supplied by AltaVista from third
parties for the purpose of providing value to AltaVista users and providing
access to the content, products or services of AltaVista or such third
parties;
WHEREAS, the Parties desire to make the Ebix Content available to visitors to
the AV Platform (as defined below) in the manner set forth below; and
WHEREAS, Ebix desires to receive a certain amount of promotion for its
content on the AV Platform.
NOW THEREFORE, in consideration for the agreements, covenants and conditions
set forth herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I: DEFINITIONS
Whenever used in this Agreement, the following terms will have the following
meanings:
1.1 "ALTAVISTA DIRECT COMPETITOR(S)" means the following companies: America
Online/Time Warner, Yahoo!, Microsoft, Lycos, AT&T/Excite@Home, ABC/Go
Network, NBCi/SNAP, About.com, Real.com, Google, Northern Lights,
CBS/Iwon.com, Juno, Go2Net.com, Inktomi, NetZero, and any other company as
determined by mutual agreement of the parties, which agreement will not be
unreasonably withheld. AltaVista reserves the right to update this list on a
quarterly basis.
1.2 "ALTAVISTA CONTENT" means the Content originated by AltaVista that
appears on the AV Platform.
1.3 "ALTAVISTA LOOK AND FEEL" means the distinctive and particular elements
of graphics, design, organization, presentation, layout, user interface,
navigation, trade dress and stylistic convention (including the digital
implementations thereof) within the AV Platform and the total appearance and
impression substantially formed by the combination, coordination and
interaction of these elements, and includes the AltaVista Marks.
1.4 "ALTAVISTA MARKS" means all trademarks, service marks and corporate and
brand identification and indicia, including without limitation word marks,
logos and other picture marks, phrases, jingles, composite marks, corporate,
commercial and institutional images, product designations and identifications
of AltaVista, whether registered or not.
1.5 "AV PLATFORM" means a set of Web pages (generic or customized) that may
function together as a Web site, and may include an Internet index, a search
tool, advertising, e-commerce elements or any other feature that might be
desirable on a Web site, and any Mirror Site related thereto; the AV Platform
includes the principal AltaVista site located at the URL WWW.ALTAVISTA.COM
and the Shopping.com section of the AV Platform, but does not include any
specialty sites owned or controlled by AltaVista.
1.6 "AV PLATFORM HOME PAGE" means, with respect to the AV Platform, the Web
page that is displayed to the user when the URL WWW.ALTAVISTA.COM is entered
in the user's browser.
1.7 "CONTENT" means information, materials, features, products, services,
advertisements, promotions, links, pointers, technology or software.
1.8 "CLICKTHROUGH" means (i) if a User is a first-time visitor to the
Co-Branded Pages, each time such User links to the Insurance Channel via the
Log In Page from the AV Platform and (ii) if the User is a repeat visitor to
the Co-Branded Pages and such User has an existing login and password each
time such repeat User links to the Insurance Channel via the Log In Page from
the AV platform.
1.9 "HEADER" means the branding and navigational elements designed by
AltaVista, which include the AltaVista Look and Feel, included by Ebix at the
top of each Co-Branded Page, an example of which is set forth on SCHEDULE 1.9
attached hereto and incorporated by reference herein.
1.10 An "IMPRESSION" will be deemed to have occurred each time an Ebix
hyperlink is displayed by AltaVista on the AV Platform that redirects Users
to the Ebix Site or the Insurance Channel.
1.11 "LAUNCH DATE" means the first date when substantially all of the text
links or other Standard Advertising Units provided hereunder, which redirect
Users to either the Ebix Site or the Co-Branded Pages, are displayed to
Users, in no event later than fifteen (15) days after the date this Agreement
is last signed by the Parties.
1.12 "MIRROR SITE" means an Internet site that (a) contains the exact form
and content of a Web site, (b) is located at a geographic location distinct
from a Web site, and (c) is created for the purpose of improving the
performance of and accessibility to a Web site.
1.13 "PARTY" or "PARTIES" means each of AltaVista and Ebix.
1.14 "PERSON" means any individual, corporation, partnership, limited
liability company, trust, association or other entity or organization,
including any governmental or political subdivision or any agency or
instrumentality thereof.
1.15 "CO-BRANDED PAGES" means any and all Web pages within the Insurance
Channel. Such Web pages shall be hosted and served by Ebix to Users who link
to the Insurance Channel from
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the AV Platform. Each Co-Branded Page will include the Header in a place
defined by AltaVista.
1.16 "EBIX CONTENT" means the Content set forth on SCHEDULE 1.16.
1.17 "EBIX MARKS" means all trademarks, service marks and corporate and brand
identification and indicia, including without limitation word marks, logos
and other picture marks, phrases, jingles, composite marks, corporate,
commercial and institutional images, product designations and identifications
of Ebix, whether registered or not, as set forth in SCHEDULE 1.17.
1.18 "EBIX SITE" means the site currently located at www.ebix.com (and any
natural evolution thereof) and any Mirror Site related thereto.
1.20 "INSURANCE CHANNEL" means that area accessible from the AV Platform that
contains the Ebix Content within the Co-Branded Pages. The Insurance Channel
may also be accessed by means of an Impression.
1.23 "TERM" has the meaning set forth in Section 10.1.
1.24 "THIRD PARTY" means any Person that is not a party hereto or a wholly
owned affiliate of a party hereto.
1.25 A "USER" is a Person who has linked to the Insurance Channel from the AV
Platform.
1.26 "LOG IN PAGE" means a Web page designed by Ebix with AltaVista's
reasonable approval that is accessible from the AV Platform and hosted and
maintained by Ebix for the purposes of gathering User information before such
Users access the Co-Branded Pages, as more fully described in Section 2.2
below.
1.27 "STANDARD ADVERTISING UNIT" means any unit of advertising that AltaVista
includes in its standard rate card, including, but not limited to, banner
advertisements, tile advertisements, text links and advertising intercept
units.
ARTICLE II: CO-BRANDING AND DESIGN
2.1 CHANNEL DESIGN. AltaVista will design and control the format and
presentation of the Header portion of each Insurance Channel Web page.
Promptly after the Effective Date, AltaVista will provide Ebix with the
Header in a format mutually agreed by the parties. The design of the
Co-Branded Pages, including the Header, is as set forth in SCHEDULE 2.1 as of
the Effective Date. AltaVista has the right to modify the Header from time to
time during the term of this Agreement, and Ebix agrees to implement any new
Header received from AltaVista within five (5) business days of receipt. The
parties agree that an express condition of this Agreement is that Ebix will
not include within the Co-Branded Pages any content, functionality, or
messaging of any kind (including advertising, sponsorships and
beyond-the-banner placements) of any AltaVista Direct Competitor.
2.2 LOG IN PAGE. Ebix will design the Log In Page, subject to AltaVista's
approval which will not be unreasonably withheld, and will host and maintain
the Log In Page in accordance with the terms of this Agreement. The Log In
Page will be accessible to Users from the AV Platform and will include an
AltaVista logo or other AltaVista branding at AltaVista's discretion. The Log
In Page will include an on-line form which will require each User to enter
personally-identifiable information before such User may access the
Co-Branded Pages. Once a User completes the information contained within a
Log In Page and opts in to provide such information to Ebix, or a repeat
visitor with an existing password and login accesses the Co-Branded Pages via
the Log In Page, each such visit to the Co-Branded Pages whether through the
Log In Page or otherwise, will be counted as a Clickthrough. If, after the
first three (3) months of the Term, fewer than two hundred fifty thousand
(250,000) Users have completed a Log In Page, Ebix will modify the Log In
Page to a mutually acceptable format. The Log In Page set forth in SCHEDULE
2.2 hereto.
2.3 LAUNCH. Within five (5) business days after receipt of the Header
materials from AltaVista, but in any event no later than the Launch Date,
Ebix will incorporate the Header into the Co-Branded Pages. Ebix agrees that
the Header will at all times be displayed at the top of each Web page of the
Co-Branded Pages such that the Header is higher than any Content (regardless
of the source) or advertising on such Web pages.
2.4 GRANT OF LICENSE. Subject to the terms of this Agreement, AltaVista
hereby grants to Ebix a non-exclusive, worldwide, non-transferable license
for the Term, to display and distribute the Header on the Co-Branded Pages,
and to make such copies as are necessary of the Header to perform such
display and distribution. The foregoing license is solely for the purpose of
permitting Ebix to promote the Co-Branded Pages in accordance with this
Agreement, and will not be deemed to grant a license in the Header, or the
AltaVista Look and Feel contained therein, for any other purpose.
ARTICLE III: CONTENT
3.1 CONTENT. Ebix Content will consist of the Content described in SCHEDULE
1.15, which Ebix will have the right to change from time to time, subject to
the provisions of this Agreement.
3.2 GRANT OF LICENSE. Subject to the terms of this Agreement, Ebix hereby
grants to AltaVista a non-exclusive, non-transferable, worldwide,
royalty-free license for the Term, to display and distribute the Ebix Content
on the AV Platform, and to make such copies as are necessary to make such
display and distribution, as determined by AltaVista in its sole discretion.
3.3 EDITORIAL CONTROL. Ebix will have editorial control over the topics
covered by, and creation of, the Ebix Content, PROVIDED, that such Content
meets the standards set forth in Section 11.2 below. Notwithstanding the
foregoing, AltaVista may request that Ebix edit individual Content items in
the event that the Content item reasonably appears to violate such standards.
3.4 EXCLUSIVITY. Subject to agreements between AltaVista and Third Parties,
the Parties agree that Ebix will be the exclusive on-line insurance services
provider on the AV Platform during the Term. Nothing in this Section 3.4 will
restrict AltaVista from selling Standard Advertising Units to third parties
on the AV Platform. Notwithstanding the foregoing, AltaVista will have the
right to incorporate message boards, chat, email and other community
functions and any and all insurance-related news stories delivered to
AltaVista by any of its major news providers, including, but not limited to,
AltaVista affiliates, AP or Reuters, or any other nationally recognized
newspaper or news source, on Shopping.com or otherwise within the AV
Platform. Except as otherwise set forth herein, nothing in this Agreement
will preclude Ebix from providing advertising and marketing services on the
Ebix Site with AltaVista Direct Competitors, with the goal of driving traffic
to the EbixSite. Ebix will not display any advertising of any AltaVista
Direct Competitor on the Co-Branded Pages.
ARTICLE IV: ADVERTISING AND PLACEMENT
4.1 EBIX ADVERTISING ON THE AV PLATFORM. AltaVista will promote the Ebix
Content and the Co-Branded Pages by
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featuring active promotion of the Co-Branded Pages on the AV Platform in the
form of Impressions, in accordance with the schedule set forth in SCHEDULE
4.1 (the "Placements"). The Placements will include Standard Advertising
Units, which redirect Users to the Log In Page or to the Co-Branded Pages. In
the event that AltaVista is unable to provide any of the Placements described
herein, AltaVista will provide Ebix with a comparable placement of equal or
greater value; subject to Ebix approval.
4.2 IMPRESSIONS GUARANTEE. Subject to the terms of this Agreement, AltaVista
will use commercially reasonable efforts to deliver the Impressions set forth
in SCHEDULE 4.1.
4.3 IMPRESSIONS SHORTFALL. In the event that, during the Term, AltaVista does
not serve the number of Impressions guaranteed in SCHEDULE 4.1 for the
relevant time period covered, the Parties agree that AltaVista will have
three (3) months after the end of the relevant period to make good on such
shortfalls at no additional cost to Ebix.
4.4 KEYWORDS. Subject to existing insertions orders for advertising as of the
Effective Date, AltaVista will use commercially reasonable efforts to provide
Ebix with the available keywords set forth on SCHEDULE 4.4 attached hereto
and incorporated by reference herein, (a) whereby upon a search query on
AltaVista's main search product relating to the keywords, AltaVista will
display ad banners, graphic ads, or other text links (as mutually agreed) on
the AltaVista search product results pages that link directly to the Log In
Page, and (b) (a) whereby upon a search query on AltaVista's main search
product, where the User accesses the search product through the AV Platform
Home Page, AltaVista may display a search intercept text and/or graphic link
(as mutually agreed by the Parties) on the AltaVista search product results
pages that link directly to the Co-Branded Pages. Each such ad banner, search
intercept text and graphic link, graphic ad, or text link shall be counted as
an Impression. Graphic representations of the search intercept graphic link
and the graphic ads are set forth in SCHEDULE 4.8 hereto.
4.5 ADVERTISING ON THE CO-BRANDED PAGES.
(a) CO-BRANDED PAGES. Ebix owns all right, title and interest in and
to the advertising and promotional spaces and inventory within the Co-Branded
Pages of the Insurance Channel. Ebix and its agents will control and sell one
hundred (100%) percent of all such advertising.
(b) PUBLIC SITES. Ebix owns all right, title and interest in and to
the advertising and promotional spaces on the Ebix Site. Ebix and its agents
will control and sell and retain the revenue from one hundred (100%) percent
of all such advertising.
4.6 SEARCH ENGINEERING. Ebix agrees that during the Term, AltaVista may
periodically index the contents of the Ebix Site, and display the results of
such indexing on the AltaVista search results pages, as AltaVista sees fit in
its sole discretion.
4.7 REPORTING. AltaVista will provide Ebix with monthly reports in
AltaVista's standard format relating to the number of Impressions and clicks
to the Log In Page that have occurred during the preceding week, as measured
by AltaVista's servers, for the advertising placements described in Section
4.1. Each such report will be provided by AltaVista within five (5) business
days after the final day (Saturday) of the previous month.
4.8 LINKING. In addition to the Placements described in Section 4.1 above,
Altavista will use commercially reasonable efforts to provide text links,
which redirect Users to the Log In Page or to the Co-Branded Pages (as
appropriate) from the areas on the AV Platform described below and as set
forth in SCHEDULE 4.8 hereto. In the event that AltaVista is unable to
provide any of the text links described herein, AltaVista will provide Ebix
with a comparable text link placement of equal or greater value, acceptable
to Ebix. In the event that AltaVista cannot provide comparable text link
placement, Ebix will have the right to terminate this Agreement.
(a) A text link placed on the AltaVista Platform Home Page;
(b) A text link placed within that area of the AV Platform with an
emphasis on automotive information and content (the "Auto Channel") or
successor or replacement page;
(c) An "Insurance" text link on the left rail of the page on the AV
Platform dedicated to channel content (currently called the "Channels" page)
or successor or replacement page;
(d) An "Insurance" and a "powered by Ebix" text link located in the
"Channels Selection" area of the page on the AV platform dedicated to channel
content (currently called the "Channels" page) or successor or replacement
page;
(e) A text link placed within that area of the AV Platform with an
emphasis on finance and money (the "Money Channel") or successor or
replacement page;
ARTICLE V: MARKETING/PROMOTION
5.1 MATERIALS. The Parties will cooperate with and reasonably assist the
other Party in supplying material for marketing and promotional activities
with respect to any on-line and off-line promotion, as the case may be, in
relation to the Insurance Channel on the AV Platform.
ARTICLE VI: DATA RIGHTS
6.1 USER DATA. Ebix will own all demographic and e-commerce data collected on
any Log In Page or the Co-Branded Pages regarding the Users. Notwithstanding
the foregoing, Ebix will provide names and email addresses for each of the
Users to AltaVista quarterly, in the format reasonably agreed by the parties,
within fifteen (15) days after the end of each quarter. Notwithstanding
anything in this Agreement to the contrary, Ebix shall not be required to
disclose any user information to AltaVista or any third party, or contact or
solicit such users, in any manner which would result in a violation of: (i)
its posted privacy policy, as may be amended or modified from time to time,
or (ii) applicable law.
6.2 SOLICITATION RESTRICTION. During the term of this Agreement, Ebix will
not promote any of the products or services offered by any AltaVista Direct
Competitor to any User in its online promotions on or related to the
Co-Branded Pages.
ARTICLE VII: FEES AND PAYMENTS
7.1 FEES.
(a) PRODUCTION FEE: On the Effective Date, Ebix will pay to ** in
the amount set forth in SCHEDULE 7.1 (the "PRODUCTION FEE") in relation to
the design, production, implementation and launch of the Insurance Channel
within the AV Platform, which shall include at least one Web page containing
Ebix programming, content and information.
(b) PLACEMENT FEES: Ebix will pay AltaVista the fees set forth in
SCHEDULE 7.1 for the promotion of the Insurance Channel by AltaVista as
described in Section 4.1, including without limitation the Impressions (the
"Placement Fees"). The
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parties agree that Placement Fees will begin no later than the Launch Date.
(c) CLICKTHROUGH FEE: Ebix will pay AltaVista the Clickthrough fee
set forth in SCHEDULE 7.1 in accordance with the payment terms set forth
therein.
7.2 LATE PAYMENTS. All amounts owed hereunder not paid when due and payable,
provided these payments have not been made within thirty (30) days of the
payment due date, will bear interest at the rate of ** percent per **.
7.3 TAXES. In addition to the amounts set forth above, each Party will pay to
the relevant taxing authority, as appropriate, any applicable sales, use,
goods and services, value added or other taxes payable under this Agreement
(other than taxes levied or imposed on the other Party's income).
ARTICLE VIII: PRODUCTION
8.1 The Parties acknowledge that AltaVista will have all management
responsibility with regard to the AV Platform and the AltaVista Content, and
that Ebix will have all management responsibility with respect to the Ebix
Content and the Ebix Site. Ebix agrees to manage the Co-Branded Pages in
accordance with the terms of SCHEDULE 8.1 in order to minimize any adverse
affects on the Users.
8.2 Ebix will produce and maintain the Log In Page in accordance with the
terms of SCHEDULE 8.1. The Log In Page is attached to this Agreement as
SCHEDULE 8.2.
ARTICLE IX: INTELLECTUAL PROPERTY RIGHTS
9.1 OWNERSHIP BY ALTAVISTA. Ebix acknowledges that, as between Ebix and
AltaVista, AltaVista owns all right, title and interest in all intellectual
property contained on the AV Platform and all Content contained thereon
(except for Ebix Content, if any, appearing on the AV Platform), including
the Header, the AltaVista Marks and the AltaVista Look and Feel. Ebix
understands and agrees that its use of any of the foregoing AltaVista
property in connection with this Agreement will not create in it any right,
title or interest, in or to such property, and that all such use and goodwill
associated with any such use will inure to the benefit of and be on behalf of
AltaVista.
9.2 OWNERSHIP BY EBIX. AltaVista acknowledges that, as between AltaVista and
Ebix, Ebix owns all right, title and interest in all intellectual property
with respect to the Ebix Marks, Ebix Content, and the Ebix Site. AltaVista
understands and agrees that its use of any of the foregoing Ebix property in
connection with this Agreement will not create in it any right, title or
interest, in or to such property, and that all such use and goodwill
associated with any such use will inure to the benefit of and be on behalf of
Ebix.
9.3 QUALITY CONTROL. Each Party's use of the other's trademarks, trade names,
service marks, and logos will be in accordance with the terms of this
Agreement and within such Party's policies regarding mark usage, which
policies will be provided as of the Effective Date (as such policies may be
amended from time to time during the Term of this Agreement). In the event
that a Party determines that its marks are being used by the other Party in a
manner that is inconsistent with its quality standards and provides notice of
such inconsistency to the other Party, such other Party will promptly, after
written notice (which may include electronic mail communication) pursuant to
the provisions of this Agreement, (no more than thirty (30) days thereafter)
cure such inconsistency; PROVIDED, that, if a Party fails to cure such
inconsistency within the stated period, such Party will be in breach of this
Agreement and will immediately cease using the marks of the other Party. All
use of a Party's trademarks, trade names, service marks or logos by the other
Party, including all goodwill arising therefrom, shall inure solely to the
benefit of the owner of such marks, names or logos. Neither Party will
register or attempt to register in any jurisdiction any trademark, trade
name, service mark or logo that is the same as or confusingly similar to any
trademark, trade name, service mark or logo of the other Party. Neither Party
will form a combination mark with the marks of the other Party.
ARTICLE X: TERM AND TERMINATION
10.1 TERM. This Agreement is effective as of the Effective Date, and expires
one (1) year after the Launch Date, unless earlier terminated as set forth
below.
10.2 TERMINATION BY EITHER PARTY. This Agreement will be subject to
termination upon the occurrence of any of the following events:
(a) Either Party may terminate if the other commits a material
breach of this Agreement that is not cured within thirty (30) calendar days
after receipt of written notice of the breach;
(b) Either party may terminate immediately upon written notice if:
(i) either Party files a petition for bankruptcy or is adjudicated as
bankrupt; (ii) a petition in bankruptcy is filed against either Party and
such petition is not removed or resolved within thirty (30) calendar days;
(iii) either Party becomes insolvent or makes an assignment for the benefit
of its creditors or an arrangement for its creditors pursuant to any
bankruptcy law; (iv) either Party discontinues its business; or (v) a
receiver is appointed for either Party or its business;
(c) Either party has the right, exercisable in its sole discretion,
to terminate this Agreement if the other Party has any change in the actual
or beneficial ownership or Control of its voting stock in one or more related
transactions such that after such transaction(s) such voting stock is held or
Controlled by an entity, other than a Party hereto, that is a direct
competitor of the other Party. Such termination will be effective upon thirty
(30) calendar days written notice, and must be given at any time within
thirty (30) calendar days following the closing of such transaction(s). For
the purposes of this Agreement, "CONTROL" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether by contract or through the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) of voting securities, including the
ownership of more than fifty percent (50%) of the equity, partnership or
similar interest in such Person or the combined voting power of the then
outstanding securities of such Person entitled to vote generally in the
election of the directors; and
(d) AltaVista will have the right to immediately suspend the performance of
its obligations hereunder or terminate this Agreement in the event that Ebix
suffers any material breach of its security or violation of its own privacy
policy causing the inadvertent disclosure of any User data. Such termination
will be effective upon fourteen (14) days' written notice from AltaVista,
provided Ebix fails to cure the breach within such fourteen (14) day period.
(e) In accordance with this Section 10.2(e), Ebix will have the right to
terminate the Agreement and suspend the performance of its obligations
hereunder in the event that
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AltaVista breaches any of its obligations defined in the Article IV
Advertising and Placements. AltaVista will have fourteen (14) days to cure
any such breach after it receives written notice of the breach from Ebix. If
AltaVista fails to cure the breach within such timeframe, Ebix will provide
AltaVista with an additional fourteen (14) days' prior written of its intent
to terminate the Agreement pursuant to this Section.
10.3 EFFECT OF TERMINATION.
(a) Termination of this Agreement by either Party will not act as a
waiver of any breach of this Agreement and will not act as a release of
either Party hereto from any accrued liability (including payments as set
forth in the following section) or liability for breach of such Party's
obligations under this Agreement.
(b) Within fifteen (15) calendar days following the expiration or
termination of this Agreement, each Party will pay to the other Party all
sums, if any, due and owing as of the date of expiration or termination, net
of any amounts due from the other Party as of such date.
(c) In the event of termination of this Agreement, AltaVista will
continue to have the option, at its sole discretion, to link to the Ebix Site
until AltaVista is able to secure a suitable replacement for the Content
provided hereunder. Notwithstanding this section, Ebix shall have no
continuing obligations to make payments to AltaVista in connection with this
Section.
10.4 SURVIVAL. The respective rights and obligations of AltaVista and Ebix
under Articles 9, and 12 through 16 (inclusive) and Sections 7.4, 7.5, 7.6,
10.3, and 10.4 will survive expiration or termination of this Agreement.
ARTICLE XI: REPRESENTATIONS AND WARRANTIES
11.1 MUTUAL REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and
warrants to the other Party that:
(a) It is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
the necessary power and authority (i) to conduct its business in the manner
in which its business is currently being conducted, (ii) to own and use its
assets in the manner in which its assets are currently owned and used, and
(iii) perform its obligations under this Agreement; and
(b) Its execution and delivery of this Agreement, and the
performance of its obligations and duties hereunder, will not (i) conflict
with or result in any breach of any provision of its certificate of
incorporation or by-laws, (ii) require any filing with, or permit,
authorization, consent or approval of, any governmental entity, (iii) result
in a violation or breach of, or constitute a default (or give rise to any
right of termination, cancellation or acceleration) under, any terms,
conditions or provisions of any note, bond, mortgage, indenture, lease,
license, contract, agreement or other instrument or obligation to which it is
a party or by which any of its properties or assets may be bound, (iv)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv)
such filings, violations, breaches or defaults which would not, individually
or in the aggregate, have a material adverse effect on it and its ability to
perform under this Agreement.
11.2 REPRESENTATIONS AND WARRANTIES BY EBIX. Ebix further represents and
warrants that:
(a) It will operate and maintain the Co-Branded Pages in compliance
with all applicable laws, regulations, statutes, and warranties, and the Ebix
Content will not contain any matter which constitutes a libel, slander or
violation of any personal proprietary or privacy right of any Third Party;
(b) It has all rights, title, and licenses, if any, to operate an
internet based, web-page service linking buyers and sellers of insurance and
insurance related products.
(c) It will remain a provider of insurance services and content and
the features, functionality, or technology of the Ebix Content will not
impose a material adverse effect upon the technical operations of the AV
Platform;
(d) It has sufficient rights in and to its Marks and Content (and
its exploitation through the Internet via the AV Platform) such that
AltaVista's use of such Marks and Content as set forth herein will not
infringe the intellectual property rights of any Third Party;
(e) Its Content, at the time it is provided to AltaVista, is true,
correct, accurate, complete and timely; and
(f) It will use its best efforts to make sure that the Content will
be free of defects in material and workmanship under the use set forth
herein, and will be free of any viruses, Trojan horses, trap doors, back
doors, Easter eggs, worms, time bombs, cancel bots or other computer
programming routines that are intended to damage interfere with intercept or
expropriate any system data or personal information.
11.3 REPRESENTATIONS AND WARRANTIES BY ALTAVISTA. AltaVista further
represents and warrants that:
(a) The AltaVista Content on the pages of the AV Platform upon which
the Ebix Content appears will not contain any matter which constitutes or a
violation of any Third Party rights, including without limitation any
intellectual property or other privacy rights; and
(b) AltaVista has sufficient rights in the AltaVista Content to
grant the rights and licenses granted hereunder, and to otherwise perform its
obligations hereunder.
ARTICLE XII: INDEMNIFICATION AND REMEDIES
12.1 EBIX INDEMNITY. Ebix will indemnify, defend and hold AltaVista and
its officers, directors, shareholders, employees and agents harmless from and
against all damages of any kind, including costs, liabilities and expenses
(including reasonable attorneys' fees) (collectively, "DAMAGES"), incurred
for any third party claim(s) arising out of or in connection with: (a) any
misrepresentation or breach of any representation or warranty by Ebix
hereunder; or (b) Ebix's performance or non-performance of its obligations
under this Agreement.
12.2 ALTAVISTA INDEMNITY. AltaVista will indemnify, defend and hold Ebix,
and its officers, directors, shareholders, employees and agents harmless from
and against all Damages incurred for any third party claim(s) arising out of
or in connection with: (a) any misrepresentation or breach of any
representation or warranty by AltaVista hereunder; or (b) AltaVista's
performance or non-performance of its obligations under this Agreement.
12.3 INDEMNIFICATION PROCEDURE
(a) A Party seeking indemnification (the "INDEMNIFIED PARTY") will
promptly notify the other party (the "INDEMNIFYING PARTY") in writing of any
claim for indemnification, PROVIDED, that failure to give such notice will
not relieve the Indemnifying Party of any liability hereunder (except to the
extent the Indemnifying Party has suffered actual material prejudice by such
failure).
(b) The Indemnified Party will tender sole defense and control of
such claim to the Indemnifying Party. The Indemnified Party will, if
requested by the Indemnifying
5
Party, give reasonable assistance to the Indemnifying Party in defense of any
claim. The Indemnifying Party will reimburse the Indemnified Party for any
reasonable legal expenses directly incurred from providing such assistance,
as such expenses are incurred.
(c) The Indemnifying Party will have the right to consent to the
entry of judgment with respect to, or otherwise settle, an indemnified claim
with the prior written consent of the Indemnified Party, which consent will
not be unreasonably withheld; PROVIDED, HOWEVER, that the Indemnified Party
may withhold its consent if any such judgment or settlement imposes an
unreimbursed monetary or continuing non-monetary obligation on such Party or
does not include an unconditional release of that Party and its Affiliates
from all liability in respect of claims that are the subject matter of the
indemnified claim.
12.4 REMEDIES CUMULATIVE. Except as otherwise expressly specified herein,
the rights and remedies granted to each Party under this Agreement are
cumulative and in addition to, and not in lieu of, any other rights or
remedies that such Party may possess at law or in equity.
ARTICLE XIII: CONFIDENTIALITY
13.1 CONFIDENTIAL INFORMATION. "CONFIDENTIAL INFORMATION" means
information about the disclosing Party's business or activities that are
proprietary or confidential, which will include, but not be limited to, the
material terms of this Agreement, information about technical processes and
formulas, source codes, product designs, sales, cost and other unpublished
financial information product and business plans, projections and marketing
data, and all business, financial, technical and other information of a Party
marked or designated by such Party as "confidential" or "proprietary";
PROVIDED, that information will not be considered Confidential Information of
a disclosing Party if it can be shown that such information: (i) is known to
the recipient on the Effective Date directly or indirectly from a source
other than one having an obligation of confidentiality to the disclosing
Party; (ii) hereafter becomes known (independently of disclosure by the
disclosing Party) to the recipient directly or indirectly from a source other
than one having an obligation of confidentiality to the disclosing Party;
(iii) becomes publicly known or otherwise ceases to be confidential, except
through a breach of this Agreement by the recipient; or (iv) was
independently developed by the recipient without use of Confidential
Information of the other Party. Confidential Information may be disclosed to
a legal, judicial or governmental entity; PROVIDED, that the disclosing Party
has been given written notice by the recipient so that the disclosing Party
can seek a protective order or the appropriate protection for the
Confidential Information.
13.2 PROTECTION OF CONFIDENTIAL INFORMATION. The Parties recognize that,
in connection with the performance of this Agreement, each of them may
disclose to the other its Confidential Information, including the creation of
materials and the development of technology and techniques that are not
generally known in the industry. The Party receiving any Confidential
Information of the other Party agrees to maintain the confidential status of
such Confidential Information and not to use any such Confidential
Information for any purpose other than the purposes for which it was
originally disclosed to the receiving Party, and not to disclose any of such
Confidential Information to any Third Party.
13.3 APPLICABILITY. The foregoing obligations will apply to directors,
officers, employees and representatives of the Parties and any other person
to whom the Parties have delivered copies of, or permitted access to, such
Confidential Information in connection with the performance of this
Agreement, and each Party will advise each of the above of the obligations
set forth in this Article 13.
13.4 THIRD PARTY CONFIDENTIAL INFORMATION. Any confidential information
of a Third Party disclosed to either AltaVista or Ebix will be treated by
AltaVista or Ebix, as the case may be, in accordance with the terms under
which such Third Party confidential information was disclosed; PROVIDED, that
the Party disclosing such Third Party confidential information will first
notify the other Party that such information constitutes Third Party
confidential information and the terms applicable to such Third Party
confidential information.
13.5 CONFIDENTIALITY OF AGREEMENT. Except as required by law (including
disclosures necessary or appropriate in filings with the Securities Exchange
Commission) or generally accepted accounting principles, and except to assert
its rights hereunder or for disclosures on a "need-to-know" basis to its own
officers, directors, employees and professional advisers or to prospective
investors or acquirers in connection with an investment in or acquisition of
such Party, each Party hereto agrees that neither it nor its directors,
officers, employees, consultants or agents will disclose the specific terms
of this Agreement without the prior written consent of the other Party, which
will not be unreasonably withheld.
13.6 PUBLIC DISCLOSURE. In connection with any public disclosure or
filing with any governmental agency, including the Securities and Exchange
Commission, Ebix agrees to seek confidential treatment of the terms and
conditions of this Agreement. Such confidential treatment request will not be
filed without the prior written consent of AltaVista. In addition, any
description of this Agreement in any publicly filed document by Ebix will not
be filed without the prior written consent of AltaVista. The parties
acknowledge and agree that neither party may, at any time, issue any press
release or make any other disclosure about this Agreement, its term or its
existence, including but not limited to any disclosure to its shareholders or
other vendors, without the prior written approval of the other party. If,
however, a party determines, upon the opinion of counsel, that disclosure
regarding the other party, its affiliates, this Agreement or the relationship
between such party and the other party and its affiliates is required by law,
then disclosure will be permitted, but only after the other party is given
the opportunity to review and reasonably revise all such written disclosure.
Under such circumstances, a copy of any such written documentation will be
provided to the other party at least three (3) business days prior to its
expected disclosure.
13.7 PUBLIC ANNOUNCEMENTS. The parties will cooperate to create any and
all appropriate public announcements relating to the relationship set forth
in this Agreement. Neither party shall make any public announcement regarding
the existence or content of this Agreement without the other party's prior
written approval and consent.
ARTICLE XIV: DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY,
REPRESENTATION OR CONDITION TO THE OTHER PARTY IN RELATION TO THE SUBJECT
MATTER HEREOF, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES,
REPRESENTATIONS OR CONDITIONS OF ANY KIND,
6
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ANY IMPLIED
WARRANTY THAT MAY NOT BE DISCLAIMED IS HEREBY LIMITED TO THE EXTENT PERMITTED
BY APPLICABLE LAW.
ARTICLE XV: LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF ARTICLE 13 OR A CLAIM PURSUANT TO INDEMNIFICATION
OBLIGATIONS HEREIN, IN NO EVENT WILL A PARTY TO THIS AGREEMENT BE LIABLE FOR
ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, IN ANY WAY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, EVEN IN THE EVENT SUCH PARTY HAS BEEN ADVISED AS
TO THE POSSIBILITY OF SUCH DAMAGES.
ARTICLE XVI: GENERAL PROVISIONS
16.1 NO JOINT VENTURE. The sole relationship between the Parties will be
that of independent contractors. No partnership, joint venture, or other
formal business relationship is hereby created between the Parties hereto.
Neither Party will make any warranties or representations, or assume or
create any obligations, on the other Party's behalf except as may be
expressly permitted hereunder or in writing by such other Party. Each Party
will be solely responsible for the actions of all their respective employees,
agents and representatives.
16.2 GOVERNING LAW. This Agreement will be interpreted and construed in
accordance with the laws of the State of Delaware, without regard to
conflicts of laws principles.
16.3 AMENDMENT OR MODIFICATION. This Agreement may not be amended,
modified or supplemented by the Parties in any manner, except by an
instrument in writing signed on behalf of each of the Parties by a duly
authorized officer or representative.
16.4 NO ASSIGNMENT. Neither Party will transfer or assign any rights or
delegate any obligations hereunder, in whole or in part, whether voluntarily
or by operation of law, without the prior written consent of the other Party.
Any purported transfer, assignment or delegation by either Party without the
appropriate prior written approval will be null and void and of no force or
effect. Notwithstanding the foregoing, without securing such prior consent,
either Party will have the right to assign or transfer by operation of law or
otherwise this Agreement and the obligations hereunder to any successor of
such Party by way of merger, consolidation, reorganization or the acquisition
of substantially all of the business and assets of the transferring Party
relating to the Agreement, subject to the provisions of Article X.
16.5 NOTICES. Any notice or other communication to be given hereunder
will be in writing and will be (as elected by the Party giving such notice):
(i) personally delivered; (ii) transmitted by postage prepaid registered or
certified mail, return receipt requested; (iii) deposited prepaid with a
nationally recognized overnight courier service. Unless otherwise provided
herein, all notices will be deemed to have been duly given on: (a) the date
of receipt (or if delivery is refused, the date of such refusal) if delivered
personally or by courier; (b) three (3) days after the date of posting if
transmitted by mail; or (c) if transmitted by facsimile, the date a
confirmation of transmission is received. Either Party may change its address
for purposes hereof on not less than three (3) days prior notice to the other
Party. Notices hereunder will be directed to, unless otherwise instructed by
the receiving Party:
IF TO ALTAVISTA:
1070 Arastradero Road
Palo Alto, California 94304
Attn: General Counsel
WITH A COPY TO:
1070 Arastradero Road
Palo Alto, CA 94304
Attn: VP, Sales
IF TO EBIX:
Richard J. Baum
Vice President for Finance and Administration
Ebix.com, Inc.
1900 East Golf Road, Suite 1200
Schuamburg, IL 601173
WITH A COPY TO:
Robin Raina
President
Ebix.com, Inc.
5 Concourse Parkway, Suite 3200
Atlanta, GA 30328
16.6 WAIVER. Any of the provisions of this Agreement may be waived by the
Party entitled to the benefit thereof. Neither Party will be deemed, by any
act or omission, to have waived any of its rights or remedies hereunder
unless such waiver is in writing and signed by the waiving Party, and then
only to the extent specifically set forth in such writing. A waiver with
reference to one event will not be construed as continuing or as a bar to or
waiver of any right or remedy as to a subsequent event.
16.7 NO THIRD PARTY BENEFICIARIES. Nothing express or implied in this
Agreement is intended to confer, nor will anything herein confer, upon any
person other than the Parties and the respective successors or assigns of the
Parties, any rights, remedies, obligations or liabilities whatsoever.
16.8 FEES AND EXPENSES. Each Party will be responsible for the payment of
its own costs and expenses, including, but not limited to, attorney's fees
and expenses, in connection with the negotiation and execution of this
Agreement.
16.9 SEVERABILITY. If the application of any provisions of this Agreement
to any particular facts of circumstances will be held to be invalid or
unenforceable by any court of competent jurisdiction, then: (i) the validity
and enforceability of such provision or provisions as applied to any other
particular facts or circumstances and the validity of other provisions of
this Agreement will not in any way be affected or impaired thereby; and (ii)
such provision or provisions will be reformed without further action by the
Parties hereto and only to the extent necessary to make such provision or
provisions valid and enforceable when applied to such particular facts and
circumstance.
16.10 COUNTERPARTS; FACSIMILES. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered will be
deemed an original, and such
7
counterparts together will constitute one and the same instrument. Each Party
will receive a duplicate original of the counterpart copy or copies executed
by it. For purposes hereof, a facsimile copy of this Agreement, including the
signature pages hereto, will be deemed to be an original. Notwithstanding the
foregoing, the Parties will each deliver original execution copies of this
Agreement to one another as soon as practicable following execution thereof.
16.11 RECITALS. The recitals first stated above are true and correct and
are made a part of and incorporated by reference into this Agreement.
16.12 ENTIRE AGREEMENT. This Agreement represents the entire agreement of
the Parties with respect to the subject matter hereof and supersedes all
prior and/or contemporaneous agreements and understandings, written or oral
between the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, duly authorized representatives of each of the Parties
have executed this Agreement as of the date first written above.
ALTAVISTA COMPANY EBIX.COM
/s/ David Carnstedt /s/ Robin Raina
- ----------------------------- -----------------------------
Signature Signature
David Carnstedt Robin Raina
- ----------------------------- -----------------------------
Name Name
V.P. of Sales President and CEO
- ----------------------------- -----------------------------
Title Title
8
SCHEDULE 1.9
HEADER
SCHEDULE 1.16
EBIX CONTENT
CONTENT DESCRIPTION.
The Ebix Content consists of any or all of the text links, graphics, data
elements, and insurance-related Content that are displayed and provided on
the Ebix Site, except for any data, Content or information that promotes any
AltaVista Direct Competitor.
10
SCHEDULE 1.17
EBIX MARKS
EBIX.MALL
Ebix.Com
EBIX.LINK
E-AGENT
Ebix TV
Ebixexchange.com
Ebixchange.com
Ebix Research Center
Internet Insurance Exchange
11
SCHEDULE 2.0
LOG IN PAGE
[WEB PAGE]
12
SCHEDULE 2.1
CO-BRANDED PAGES
[WEB PAGE]
13
SCHEDULE 4.1
IMPRESSION GUARANTEE
AltaVista will use commercially reasonable efforts to deliver a minimum of
** Impressions during the Term of the Agreement,
through the Placements described below and as described in Section 4.1 of
this Agreement. AltaVista will use commercially reasonable efforts to ensure
that the Impressions in any year will be spread evenly across its constituent
quarters, subject to seasonal fluctuations in traffic volume.
PLACEMENT IMPRESSIONS
- -------------------------------------------------------------------------------
Keyword s search results on main search product as defined in **
Section 4.4
- -------------------------------------------------------------------------------
Money Channel **
- -------------------------------------------------------------------------------
AltaVista Platform Home Page **
- -------------------------------------------------------------------------------
AV Platform run of site (placements determined by AV in its **
sole discretion and excluding specialty search areas)
- -------------------------------------------------------------------------------
TOTAL IMPRESSIONS **
- -------------------------------------------------------------------------------
14
SCHEDULE 4.4
KEYWORDS
The following keywords are subject to availability pursuant to existing
agreements between AltaVista and Third Parties as of the Effective Date. Ebix
acknowledges that it acquires no rights in or to the keyword set forth below,
other than the rights, if any, Ebix holds in such words independent of this
Agreement.
Auto
Car
Coverage
Disability
Home
Life
Vision
health
Quotesmith
Insure
Need insurance
Webinsurancequote
Online insurance
Variable life
Universal life
Aarp
Insurance research
Instant insurance quotes
Realtime insurance quotes
Insurers
statefarm
Insurance
Insurance Center
Altavista Insurance Center
Insurance Company
Insurance Carriers
Insurance Agent
Insurance Agency
Auto Insurance
Car Insurance
Car Insurance Quote
Car Insurance Rate
Auto Insurance Rate
Auto Insurance Quote
Life Insurance
Life Insurance Rate
Life Insurance Quote
Term Life
Term Life Rate
Term Life Quote
Health Insurance
Health Insurance Rate
Health Insurance Quote
Individual Health Insurance
Home Insurance
Home Insurance Rate
Home Insurance Quote
Boat Insurance
Boat Insurance Rate
Boat Insurance Quote
Vision Insurance
Vision Insurance Rate
Vision Insurance Quote
Dental Insurance
Dental Insurance Rate
Dental Insurance Quote
Motorcycle Insurance
Motorcycle Insurance Rate
Motorcycle Insurance Quote
RV Insurance
15
RV Insurance Rate
RV Insurance Quote
Renters Insurance
Renters Insurance Rate
Renters Insurance Quote
Business Insurance
Business Insurance Rate
Business Insurance Quote
LTC
Long term care
Insweb
Progressive
Geico
16
SCHEDULE 4.8
LINK PLACEMENTS
Search intercept graphic advertisements:
17
[WEB PAGE]
18
[WEB PAGE]
19
[WEB PAGE]
20
SCHEDULE 7.1
PAYMENTS
PRODUCTION FEE: Ebix will pay AltaVista a ** in accordance with the terms of
Section 7.1(a) of this Agreement.
PLACEMENT FEES: Ebix will pay AltaVista a Placement Fees in the amount of **,
with the first payment due ** and all subsequent payments due ** thereafter.
In the event the Parties elect to renew this Agreement in accordance with
Section 10, the Parties will mutually agree upon the Placement Fee for any
such renewal term.
CLICKTHROUGH FEE: For each Clickthrough AltaVista delivers beyond the **
Clickthroughs (the "Clickthrough Goal") during the Term ** Clickthrough and
each Clickthrough thereafter), Ebix will pay AltaVista a fee for each such
Clickthrough of **. On the first day of the month following the first date
the Clickthrough Goal is reached, AltaVista will provide a monthly report of
the total number of Clickthroughs generated during the previous month and an
invoice for the total Clickthrough Fee. Ebix shall pay AltaVista the monthly
Clickthrough fee within thirty (30) days after the date of the invoice.
21
SCHEDULE 8.1
OPERATING STANDARDS
1. EBIX SITE INFRASTRUCTURE. Ebix will be responsible for
all communications, hosting and connectivity costs and expenses associated
with the Ebix Site. Ebix will provide all hardware, software,
telecommunications lines and other infrastructure necessary to meet traffic
demands on the Ebix Site from AltaVista. Ebix will design and implement the
network between the AltaVista and Ebix Site such that (i) no single component
failure will have a materially adverse impact on AltaVista Users seeking to
reach the Ebix Site from AltaVista and (ii) no single line under Ebix's
reasonable control will run at more than 70% average utilization for a
5-minute peak in a daily period. In the event that Ebix elects to create a
custom version of the Ebix Site in order to comply with the terms of this
Agreement, Ebix will bear responsibility for all aspects of the
implementation, management and cost of such customized site.
2. OPTIMIZATION; SPEED. Ebix will use commercially
reasonable efforts to ensure that: (a) the functionality and features within
the Ebix Site are optimized for the client software then in use by AltaVista
Users; and (b) the Ebix Site is designed and populated in a manner that
minimizes delays when AltaVista Users attempt to access such site. Prior to
commercial launch of any material promotions described herein, Ebix will
permit AltaVista to conduct performance and load testing of the Ebix Site (in
person or through remote communications), with such commercial launch not to
commence until such time as AltaVista is reasonably satisfied with the
results of any such testing.
3. Technical Problems. Ebix agrees to use commercially
reasonable efforts to address material technical problems (over which Ebix
exercises control) affecting use by AltaVista Users of the Ebix Site (a "EBIX
TECHNICAL PROBLEM") promptly following notice thereof, as set forth in
ATTACHMENT 1 to this SCHEDULE 8.1.
4. MONITORING. Ebix will make commercially reasonable
efforts too ensure that the performance and availability of the Ebix Site is
monitored on a continuous (24 X 7) basis. Ebix will provide AltaVista with
contact information (including e-mail, phone, pager and fax information, as
applicable, for both during and after business hours) for Ebix's principal
business and technical representatives, for use in cases when issues or
problems arise with respect to the Ebix Site.
5. SECURITY. Ebix will utilize Internet standard encryption
technologies (e.g., Secure Socket Layer - SSL) to provide a secure
environment for conducting transactions and/or transferring private member
information (e.g. credit card numbers, banking/financial information, and
member address information) to and from the Ebix Site or the Insurance
Channel. Ebix will facilitate periodic reviews of the Ebix Site by AltaVista
in order to evaluate the security risks of such site. Ebix will promptly
remedy any security risks or breaches of security as may be identified by
AltaVista's Operations Security team.
6. TECHNICAL PERFORMANCE.
i. Ebix will design the Ebix Site to support the
AltaVista-Client embedded versions of the Microsoft Internet Explorer, 4.XX
and 5.XX browsers (Windows and Macintosh), the Netscape Browser 4.XX and make
commercially reasonable efforts to support any other browsers such as AOL.
ii. To the extent Ebix creates customized pages on the Ebix
Site for AltaVista Users, Ebix agrees to develop and employ a methodology to
detect AltaVista Users.
iii. Ebix will periodically review the technical
information made available by AltaVista.
iv. Ebix will design its site to support HTTP 1.0 or later
protocol as defined in RFC 1945 and to adhere to AltaVista's parameters for
refreshing or preventing the caching of information in AltaVista's proxy
system as outlined in the document provided by AltaVista. Ebix is responsible
for the manipulation of these parameters in web based objects so as allow
them to be cached or not cached as outlined in RFC 1945.
7. ALTAVISTA INTERNET SERVICES PARTNER SUPPORT. AltaVista
will provide Ebix with access to the standard online resources, standards and
guidelines documentation, technical phone support, monitoring and after-hours
assistance that AltaVista makes generally available to similarly situated
web-based partners. AltaVista support will not, in any case, be involved with
content creation on behalf of Ebix or support for any technologies,
databases, software or other applications which are not supported by
AltaVista or are related to any channel area other than the Ebix Site.
Support to be provided by AltaVista is contingent on Ebix providing to
AltaVista demo account information (where applicable), a detailed description
of the Ebix Site's software, hardware and network architecture and access to
the Ebix Site for purposes of such performance and the coordination load
testing as AltaVista elects to conduct.
8. EBIX PROGRAMMING. The terms and conditions of this
Schedule applicable to the Ebix Site will apply equally to any Ebix Content
that is (a) programmed in HTML or (b) web-based.
22
ATTACHMENT 1 TO SCHEDULE 8.1
SERVICE LEVEL AGREEMENT
REPORTING A CONDITION TO EBIX
In the event that a problem condition is encountered with the Content or the
Co-Branded Pages, AltaVista will report the condition to Ebix, and Ebix will
use diligent efforts to resolve the problem reported (provided that the
resolution of such problem is reasonably within Ebix's control), as soon as
commercially practicable, in accordance with the following chart (ALL TIMES
HEREIN ARE US/PACIFIC TIME ZONE):
LEVEL CONDITION MEANS OF CONTACT RESPONSE TIME
- -------------------------------------------------------------------------------------------------------------------------
High Priority Content is unavailable; site is down; 24x7 pager 30minutes
data security or privacy issues
- -------------------------------------------------------------------------------------------------------------------------
Medium Priority Content is available, poor performance Email (work hours); pager (after hours) 1hour
- -------------------------------------------------------------------------------------------------------------------------
Low Priority Low severity problems, bugs 24x7 email 48 hours
- -------------------------------------------------------------------------------------------------------------------------
EBIX RESPONSE
In each of the above instances, Ebix will respond by determining whether the
reported problem is or was caused under circumstances within Ebix's
reasonable control. If so, Ebix will work closely with AltaVista to ascertain
and implement a timely solution to the problem. If not, Ebix will use its
best efforts to communicate with the responsible parties to determine when a
solution will be available.
ESCALATION OF MEANS OF CONTACT
In the rare event there is a problem with the Ebix pager or any other means
of contact, Ebix shall provide the AltaVista with alternative contact
telephone numbers and email addresses solely for the use as required by such
rare circumstances. Such contact information may correspond, at Ebix's
discretion, to certain Ebix personnel, including without limitation Network
Architect, VP Engineering, etc.
ADDITIONAL ALTAVISTA INFORMATION
AltaVista shall provide Ebix with current and accurate emergency contact
information to report all system outages and significant AltaVista
performance problems. AltaVista shall respond to Ebix contacts respecting the
foregoing within two (2) hours.
Initial AltaVista emergency contact information: Scott Farrand, Director of
Engineering, by pager 888.483.8578 and by email SCOTT.FARRAND@ALTAVISTA.COM
MAILTO:SCOTT.FARRAND@ALTAVISTA.COM. (AltaVista shall reasonably notify Ebix
reasonably in advance of any change in, or additions to, its emergency
contacts.)
PLANNED & SCHEDULED ACTIVITY
Ebix and AltaVista shall exchange and continue to provide notices of planned
enhancements and modifications of all relevant systems at least 48 hours in
advance.
CONDITIONS IDENTIFIED BY EBIX
Ebix will notify AltaVista regarding conditions initially identified by Ebix
as follows:
LEVEL CONDITION EBIX NOTIFICATION
- -------------------------------------------------------------------------------------------------------------------------
High Priority Content is unavailable, Site is down. Email problem notification
within 1 hour data security or privacy issues Email within 1 hour of
resolution
- -------------------------------------------------------------------------------------------------------------------------
Medium Priority Content available, poor performance Email problem notification
within 2 hours Email within 1
day of problem resolution.
- -------------------------------------------------------------------------------------------------------------------------
Low Email within 2 days depending on
the nature of the problem.
23