<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999
REGISTRATION NO. 333-80915
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HEADHUNTER.NET, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
GEORGIA 7370 58-2403177
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
------------------------
ROBERT M. MONTGOMERY, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HEADHUNTER.NET, INC.
6410 ATLANTIC BOULEVARD, SUITE 160
NORCROSS, GEORGIA 30071
TELEPHONE: (770) 300-9272
FACSIMILE: (770) 300-9298
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
JOEL J. HUGHEY, ESQ. GLENN W. STURM, ESQ.
ADAM V. BATTANI, ESQ. JON H. KLAPPER, ESQ.
SCOTT L. O'MELIA, ESQ. JONATHAN R. COE, ESQ.
ALSTON & BIRD LLP NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
ONE ATLANTIC CENTER FIRST UNION PLAZA
1201 WEST PEACHTREE STREET 999 PEACHTREE STREET, N.E., SUITE 1400
ATLANTA, GEORGIA 30309-3424 ATLANTA, GEORGIA 30309
TELEPHONE: (404) 881-7000 TELEPHONE: (404) 817-6000
FACSIMILE: (404) 881-7777 FACSIMILE: (404) 817-6050
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for any offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 1 to Form S-1 Registration Statement is being filed for
the sole purpose of filing additional exhibits.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the offering
described in the registration statement. All amounts are estimates except the
SEC registration fee, the NASD fees and the Nasdaq listing fees:
<TABLE>
<S> <C>
SEC registration fee........................................ $12,788
NASD fees................................................... 5,100
Nasdaq listing fees......................................... *
Blue sky fees and expenses.................................. *
Printing and engraving expenses............................. *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Transfer agent fees......................................... *
Miscellaneous expenses...................................... *
-------
Total............................................. $ *
=======
</TABLE>
- ---------------
* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our articles of incorporation eliminate the personal liability of our
directors to HeadHunter.NET or our shareholders for monetary damage for any
breach of duty as a director, provided that we cannot eliminate or limit the
liability of a director for:
- a breach of duty involving appropriation of a business opportunity of
HeadHunter.NET;
- an act or omission which involves intentional misconduct or a knowing
violation of law;
- any transaction from which the director receives an improper personal
benefit; or
- unlawful corporate distributions.
In addition, if at any time the Georgia Business Corporation Code is
amended to authorize further elimination or limitation of the personal liability
of a director, then the liability of each of our directors shall be eliminated
or limited to the fullest extent permitted by such provisions, as so amended,
without further action by the shareholders, unless otherwise required.
Our bylaws require us to indemnify any director or officer who was or is a
party or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (including any action or suit by or in our right) because such
person is or was one of our directors or officers, against liability incurred by
the director of officer in such proceeding except for any liability incurred in
a proceeding in which the director or officer is adjudged liable to us or is
subjected to injunctive relief in our favor for:
- any appropriation, in violation of such director's or officer's duties,
of any business opportunity of HeadHunter.NET;
- acts or omissions which involve intentional misconduct or a knowing
violation of law;
II-1
<PAGE> 3
- unlawful corporate distributions; or
- any transaction from which such officer or director received an improper
personal benefit.
Our board of directors also has the authority to extend to employees and
agents the same indemnification rights held by directors. Indemnified persons
would also be entitled to have us advance expenses prior to the final
disposition of the proceeding. If it is ultimately determined that they are not
entitled to indemnification, however, such amounts would be repaid. Insofar as
indemnification for liability arising under the Securities Act may be permitted
to our officers and directors pursuant to these provisions, the SEC has informed
us that in its opinion such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
We have entered into separate indemnity agreements with each of our
directors and certain of our executive officers, whereby we agree to indemnify
them and to advance them expenses in a manner and subject to terms and
conditions similar to those set forth in our articles of incorporation and
bylaws.
We maintain a standard form of officers' and directors' liability insurance
policy which provides coverage to our officers and directors for certain
liabilities, including certain liabilities which may arise out of this
registration statement.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Within the past three years, we have not sold any securities which were not
registered under the Securities Act except for:
- the issuance of shares of common stock and 50,000 shares of
Class A preferred stock to Warren L. Bare and 2,750,000 shares of Class A
preferred stock to ITC Holding Company, Inc., pursuant to a Contribution
Agreement dated July 15, 1998;
- the issuance to ITC Service Company of a warrant to purchase
shares of common stock in July 1998 in connection with a prior credit facility
with ITC Service Company;
- the grant by HeadHunters, L.L.C. to certain of our employees, officers
and directors of options to purchase common units under the HeadHunters, L.L.C.
Employee Common Unit Option Plan, that HeadHunter.NET assumed and converted into
options to purchase an equal number of shares of common stock in July 1998;
- our granting to certain of our employees, officers and directors of
options to purchase shares of common stock under individual stock option
agreements and the HeadHunter.NET, Inc. 1998 Long Term Incentive Plan since July
1998;
- the issuance of 2,333,333 shares of Class A preferred stock to ITC
Holding Company, Inc. in January 1999 in connection with the conversion of
approximately $3.5 million of debt, at a conversion rate of $1.50 per share,
that was outstanding under our prior credit facility with ITC Service Company;
- the sale to certain of our executive officers and directors of a total of
271,167 shares of Class A preferred stock at a per share price of $1.50 in
January 1999;
- the sale to certain of our executive officers and directors of a total of
140,000 shares of common stock at a per share price of $2.00 in May 1999.
Each issuance of securities described above was made in reliance on one or
more of the exemptions from registration under the Securities Act provided by
Sections 3(a)(9), 4(2) and 4(6) and Regulation D and Rule 701 thereunder. The
recipients of the securities in the above transactions represented their
intention to acquire the securities for investment purposes only and not with a
view to or for the sale in connection with any distribution thereof, and
appropriate legends were affixed to the share certificates issued in such
transactions. The recipients of these securities had adequate access, through
their relationship with us, to information about us.
II-2
<PAGE> 4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
1.1 -- Form of Underwriting Agreement*
3.1 -- Articles of Incorporation, as amended*
3.2 -- Bylaws**
4.1 -- Specimen common stock certificate*
4.2 -- Article II of the Articles of Incorporation, as amended
(filed as part of Exhibit 3.1)*
5.1 -- Opinion of Alston & Bird LLP*
10.1 -- HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan, as
amended**
10.2 -- HeadHunters, L.L.C. Employee Common Unit Option Plan dated
January 14, 1998**
10.3 -- Loan and Security Agreement dated January 28, 1999 between
ITC Service Company and HeadHunter.NET**
10.4 -- Form of Indemnity Agreement between directors/executive
officers and HeadHunter.NET**
10.5 -- Contribution Agreement dated July 15, 1998 among ITC Holding
Company, Inc., Warren L. Bare and HeadHunter.NET**
10.6 -- WorkLife's Internet Content Partners Agreement between
WorkLife Solutions, Inc. and HeadHunter.NET**
10.7 -- Letter Agreement dated September 11, 1998 between James R.
Canfield and HeadHunter.NET**
10.8 -- Letter Agreement dated May 18, 1998 between Judith G.
Hackett and HeadHunter.NET**
10.9 -- Letter Agreement dated May 13, 1999 between Mark W. Partin
and HeadHunter.NET**
10.10 -- Amended and Restated Stock Purchase Warrant between ITC
Service Company and HeadHunter.NET**
10.11 -- Investment Agreement dated October 30, 1997 among ITC
Holding Company, Inc., Software Technology Corporation and
Warren L. Bare**
10.12 -- Form of Non-Employee Director Non-Qualified Stock Option
Agreement**
10.13 -- Lycos, Inc. Advertising Contract, as amended, between Lycos,
Inc. and HeadHunters,NET+
10.14 -- Lease Agreement between AMB Property, L.P. and HeadHunters,
L.L.C. dated September 1, 1998, as amended by the First
Lease Extension and Modification Agreement dated January 27,
1999, as further amended by the Second Lease Extension and
Modification Agreement dated March 22, 1999.**
10.15 -- Sublease Agreement between InterCall, Inc. and
HeadHunter.NET dated June 1, 1999*
10.16 -- Severance letter between HeadHunter.NET and Warren Bare
dated February 24, 1999**
10.17 -- Severance letter between HeadHunter.NET and Kenneth E.
Dopher dated April 15, 1999**
10.18 -- Form of Subscription Agreement between directors/executive
officers and HeadHunter.NET**
10.19 -- Form of Loan and Security Agreement between executive
officers and HeadHunter.NET**
10.20 -- DoubleClick Insertion Order Properties dated February 25,
1999+
21.1 -- Subsidiaries of the Company**
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Alston & Bird LLP (filed as part of Exhibit 5.1)*
24.1 -- Power of Attorney**
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
24.2 -- Power of Attorney -- Burton B. Goldstein, Jr.**
27.1 -- Financial Data Schedule (for SEC use only)**
</TABLE>
- ---------------
* To be filed by amendment
** Previously filed
+ Confidential treatment has been requested for certain portions which have
been blanked out in the copy of the exhibit filed with the Securities and
Exchange Commission. The omitted information has been filed separately with
the Securities and Exchange Commission pursuant to the application for
confidential treatment.
(B) FINANCIAL SCHEDULES
Schedule II -- Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS.
HeadHunter.NET hereby undertakes to provide to the underwriters at the
closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
HeadHunter.NET pursuant to the foregoing provisions, or otherwise,
HeadHunter.NET has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
HeadHunter.NET of expenses incurred or paid by a director, officer or
controlling person of HeadHunter.NET in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, HeadHunter.NET will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
HeadHunter.NET hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by HeadHunter.NET pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 6
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
ATLANTA, STATE OF GEORGIA, ON JUNE 30, 1999.
HEADHUNTER.NET, INC.
By: /s/ Robert M. Montgomery, Jr.
------------------------------------
Robert M. Montgomery, Jr.
Chief Executive Officer and
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES LISTED AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ Robert M. Montgomery, Jr. Chief Executive Officer, President June 30, 1999
- --------------------------------------------------- and Director (Principal Executive
Robert M. Montgomery, Jr. Officer)
/s/ Mark W. Partin Chief Financial Officer (Principal June 30, 1999
- --------------------------------------------------- Financial and Accounting Officer)
Mark W. Partin
*/s/ William H. Scott III Chairman of the Board and Director June 30, 1999
- ---------------------------------------------------
William H. Scott, III
*/s/ Warren L. Bare Vice Chairman of the Board and June 30, 1999
- --------------------------------------------------- Director
Warren L. Bare
*/s/ Burton B. Goldstein, Jr. Director June 30, 1999
- ---------------------------------------------------
Burton B. Goldstein, Jr.
* /s/ Donald W. Weber Director June 30, 1999
- ---------------------------------------------------
Donald W. Weber
* /s/ J. Douglas Cox Director June 30, 1999
- ---------------------------------------------------
J. Douglas Cox
* /s/ Michael G. Misikoff Director June 30, 1999
- ---------------------------------------------------
Michael G. Misikoff
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* /s/ Kimberley E. Thompson Director June 30, 1999
- ---------------------------------------------------
Kimberley E. Thompson
*By: /s/ Mark W. Partin
----------------------------------------------
Mark W. Partin
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULE
To HeadHunter.NET, Inc. and Subsidiaries:
We have audited in accordance with generally accepted auditing standards,
the financial statements of HEADHUNTER.NET, INC. AND SUBSIDIARIES (Successor
Company) and HNET, INC. (Predecessor Company) as of December 31, 1997 and 1998
and for the year ended December 31, 1996, the ten months ended October 31, 1997,
the two months ended December 31, 1997, and the year ended December 31, 1998,
and have issued our report thereon dated February 5, 1999. Our audits were made
for the purpose of forming an opinion on those statements taken as a whole. The
schedule listed under Schedule II herein as it relates to HeadHunter.Net, Inc.
(Successor Company) and HNET, Inc. (Predecessor Company) is the responsibility
of the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen LLP
Atlanta, Georgia
February 5, 1999
II-7
<PAGE> 9
HEADHUNTER.NET, INC. AND SUBSIDIARIES
(SUCCESSOR COMPANY)
AND HNET, INC.
(PREDECESSOR COMPANY)
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS FOR THE
YEAR ENDED DECEMBER 31, 1996, THE TEN MONTHS ENDED
OCTOBER 31, 1997, THE TWO MONTHS ENDED DECEMBER 31, 1997
AND THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
CHARGED TO
BEGINNING COSTS ENDING
DESCRIPTION AND BALANCES EXPENSE WRITE-OFFS BALANCE
----------- --------------- ------- ---------- -------
<S> <C> <C> <C> <C>
1996 allowance for doubtful accounts................. $ -- $ -- $ -- $ --
October 1997 allowance for doubtful accounts......... $ -- $ -- $ -- $ --
December 1997 allowance for doubtful accounts........ $ -- $ -- $ -- $ --
1998 allowance for doubtful accounts................. $ -- $37,346 $ -- $37,346
</TABLE>
II-8
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
1.1 -- Form of Underwriting Agreement*
3.1 -- Articles of Incorporation, as amended*
3.2 -- Bylaws**
4.1 -- Specimen common stock certificate*
4.2 -- Article II of the Articles of Incorporation, as amended
(filed as part of Exhibit 3.1)*
5.1 -- Opinion of Alston & Bird LLP*
10.1 -- HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan, as
amended**
10.2 -- HeadHunters, L.L.C. Employee Common Unit Option Plan dated
January 14, 1998**
10.3 -- Loan and Security Agreement dated January 28, 1999 between
ITC Service Company and HeadHunter.NET**
10.4 -- Form of Indemnity Agreement between directors/executive
officers and HeadHunter.NET**
10.5 -- Contribution Agreement dated July 15, 1998 among ITC Holding
Company, Inc., Warren L. Bare and HeadHunter.NET**
10.6 -- WorkLife's Internet Content Partners Agreement between
WorkLife Solutions, Inc. and HeadHunter.NET**
10.7 -- Letter Agreement dated September 11, 1998 between James R.
Canfield and HeadHunter.NET**
10.8 -- Letter Agreement dated May 18, 1998 between Judith G.
Hackett and HeadHunter.NET**
10.9 -- Letter Agreement dated May 13, 1999 between Mark W. Partin
and HeadHunter.NET**
10.10 -- Amended and Restated Stock Purchase Warrant between ITC
Service Company and HeadHunter.NET**
10.11 -- Investment Agreement dated October 30, 1997 among ITC
Holding Company, Inc., Software Technology Corporation and
Warren L. Bare**
10.12 -- Form of Non-Employee Director Non-Qualified Stock Option
Agreement**
10.13 -- Lycos, Inc. Advertising Contract, as amended, between Lycos,
Inc. and HeadHunters,NET+
10.14 -- Lease Agreement between AMB Property, L.P. and HeadHunters,
L.L.C. dated September 1, 1998, as amended by the First
Lease Extension and Modification Agreement dated January 27,
1999, as further amended by the Second Lease Extension and
Modification Agreement dated March 22, 1999.**
10.15 -- Sublease Agreement between InterCall, Inc. and
HeadHunter.NET dated June 1, 1999*
10.16 -- Severance letter between HeadHunter.NET and Warren Bare
dated February 24, 1999**
10.17 -- Severance letter between HeadHunter.NET and Kenneth E.
Dopher dated April 15, 1999**
10.18 -- Form of Subscription Agreement between directors/executive
officers and HeadHunter.NET**
10.19 -- Form of Loan and Security Agreement between executive
officers and HeadHunter.NET**
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
10.20 -- DoubleClick Insertion Order Properties dated February 25,
1999+
21.1 -- Subsidiaries of the Company**
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Alston & Bird LLP (filed as part of Exhibit 5.1)*
24.1 -- Power of Attorney**
24.2 -- Power of Attorney -- Burton B. Goldstein, Jr.**
27.1 -- Financial Data Schedule (for SEC use only)**
</TABLE>
- ---------------
* To be filed by amendment
** Previously filed
+ Confidential treatment has been requested for certain portions which have
been blanked out in the copy of the exhibit filed with the Securities and
Exchange Commission. The omitted information has been filed separately with
the Securities and Exchange Commission pursuant to the application for
confidential treatment.
<PAGE> 1
EXHIBIT 10.13*
Portions of this Exhibit are the subject of a request for confidential
treatment. The copy filed as an exhibit omits the information subject to such
confidential request. The omitted information has been filed separately with
the Commission. Such portions are marked by brackets [***] and the page on
which they appear contain an asterisk (*) in the upper right corner.
<TABLE>
<S> <C> <C> <C>
Send all payments to:
LYCOS Lycos, Inc. Lycos, Inc.
500 Old Connecticut Path Tel. 508 424 0400 PO Box 6255
Framingham, MA 01701 Fax. 508 820 4499 Boston, MA 02212-6255
</TABLE>
LYCOS, INC. ADVERTISING CONTRACT
<TABLE>
<S> <C> <C> <C>
ADVERTISER: Headhunter.net Technical Contact: same
ADDRESS 1: 6410 Atlanta Blvd., Suite 180 Telephone: same
ADDRESS 2: Norcross, GA 30071 eMail: [email protected]
AGENT/AGENCY Reporting Contact: same
BILLING CONTACT NAME: Judy Hackett Telephone: same
BILLING ADDRESS 1: eMail: http://reporting.lycos.com
BILLING ADDRESS 2: 770-300-9272 Online Reporting:
TELEPHONE NUMBER: 770-300-9298 User Name:
FAX NUMBER: Password (8 chars):
Advertiser's URL:
</TABLE>
<TABLE>
<CAPTION>
Discount
Date [if applicable]
Target/ Keyword --------------- Gross Gross -------------- Net Net
Keyword Excl. Res ID Description Start End Impressions CPM Cost -------------- Cost CPM
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Estimated - - - -
Graphic Text Link - Careers Webguide 4/1/99 12/31/99 [***] 40,000.00 - 40,000.00 -
Second-Level Job Search - - - -
Lycos.com Home Page banners 4/1/99 12/31/99 [***] [***] 22,500.00 - 22,500.00 [***]
Lycos.com Run of Site 4/1/99 12/31/99 [***] [***] 63,800.00 - 63,800.00 [***]
job 90955 4/1/99 12/31/99 [***] [***] 3,141.88 - 3,141.88 [***]
jobs 90986 & 91532 4/1/99 12/31/99 [***] [***] 21,848.75 - 21,848.75 [***]
employment 90957 4/1/99 12/31/99 [***] [***] 4,523.75 - 4,523.75 [***]
- - - -
job 90972 Bullseye 4/1/99 12/3199 [***] [***] 25,000.00 - 25,000.00 [***]
jobs Bullseye 4/1/99 12/31/99 [***] [***] 30,000.00 - 30,000.00 [***]
employment Bullseye 4/1/99 12/31/99 [***] [***] 14,375.00 - 14,375.00 [***]
- - - -
- - - -
- - - -
- - - -
------------ ------------------------------------
[***] 225,189.38 - 225,189.38
+ [***]Estimated job search
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Advertising Contract Split Yes No
Repeat/First time advertiser Repeat First Time
Technical/Non Technical Tech Non Tech ADVERTISER/AGENT SIGNATURE /s/ Judith Hackett
Keyword/ Target/ Impr / Comb Key Tgt Impr Combo --------------------------
Domestic/International client Dom Intern
Number of brands represented LYCOS ACCOUNT MANAGER SIGNATURE /s/ ILLEGIBLE
---------------------------------------- --------------------------
</TABLE>
This advertising contract is subject to the attached Terms and Conditions
See Addendum performance expectations
<PAGE> 2
LYCOS NETWORK ADVERTISING CONTRACT - PAGE 2
Terms and Conditions
1. General. A signed contract must be submitted to Lycos five days in
advance of initial publication date. By submitting advertising for
inclusion on a Lycos site, advertiser/agency agrees to be bound by the
terms of this contract. No conditions other than those set forth
herein shall be binding on Lycos unless specifically agreed to in
writing by Lycos. Lycos will not be bound by conditions printed on
appearing or order blanks or copy instructions submitted by or on
behalf of the advertiser/agency. This contract supersedes all terms
and conditions on Lycos' rate cards, and any previous agreements
between Lycos and advertiser/agency.
2. Changes and Cancellations. All artwork must be received at least five
days in advance of publication date. Cancellations or copy changes
will not be accepted after the published closing date of the update to
the Lycos site. Changes to artwork must be received by Lycos at least
five days in advance of requested change date. Lycos' ad banner
specifications are accessible through the URL
adreporting.lycos.com/specs; Lycos reserves the right to change any of
its ad banner specifications at any time. Any cancellations or change
orders must be made in writing and acknowledged by Lycos. Change
orders cannot be submitted any more frequently than once every
fourteen days. This contract may be canceled or changed by Lycos or
advertiser/agency on 30 days written notice to the other party. Lycos
may immediately terminate this contract if any change occurs in any
applicable laws or regulations that would, in Lycos' reasonable
opinion, render Lycos' performance hereunder illegal or otherwise
subject to legal challenge.
3. Payment. Unless otherwise agreed in writing, the first month's fees
are due upon the execution of this contract by the advertiser/agency
and, thereafter, pro rata monthly in advance. If payment is not made
timely, Lycos at its option, may immediately terminate the contract.
In addition, advertiser/agency shall be liable to Lycos for all
attorney's fees and other costs of collection. Interest will accrue on
any past due amounts at the rate of one and one-half (1 1/2%) percent
per month, but not in excess of the lawful maximum. Lycos shall have
the right TO hold the advertiser and/or its agency or agent jointly
and severally liable for all amounts due.
4. Frequency and Discounts. If Lycos fails to provide the guaranteed
number of impressions, Lycos will make good on this contract by
providing advertiser with additional impressions. Lycos will not make
good for under-delivery due to delays caused by advertiser/agency.
Advertiser/agency understands that all frequency discounts are based
on the advertiser's/agency`s commitment to fulfilling the frequency
indicated in the contract. If, for any reason, this frequency is not
met by the time of expiration or cancellation of the contract,
advertiser/agency agrees to pay a short rate charge on all ads run.
This charge will be equal to the difference between the rate shown in
the contract and the rate earned based on the applicable rate card for
the actual frequency completed.
5. Growth and Renewal. (a) Per Impression Contracts. At the expiration of
a contract for a guaranteed number of impressions, provided the
contract is for a length of time 180 days or longer, advertiser/agency
has the right to enter into a then-standard Lycos Network Advertising
Contract for the same number of impressions for a second contract
period identical in duration to the first. The purchase price for a
second contract period will be determined by Lycos' then-current rate
card. (b) Exclusive Key Word/Phrase Contracts. The estimated number of
impressions and the per impression charge for a contract for the
exclusive right to a key word/phrase will be determined at the time
the contract is signed. Advertiser/agency agrees to pay, on a per
impression basis, for any increase in impressions (calculated on a
monthly basis) up to and including twice the number of impressions
estimated at the time the contract is signed. At the termination of a
key word/phrase contract, provided the contract is for a length of
time 180 days or longer, advertiser/agency has the right to enter into
a then-standard Lycos Network Advertising Contract for the same key
word/phrase for a second contract period identical in duration to the
first. The purchase price for the second contract period will be
determined by Lycos' then-current rate card. (c) Notice of Renewal. In
order to exercise the right to enter into a second contract,
advertiser/agency must notify Lycos in writing 30 days before the
termination date of this contract that the advertiser/agency is
purchasing the same number of impressions or the same exclusive
keyword/phrase for the second contract period. Failure to give timely
notice will result in forfeiture of the right to renew.
6. Licenses and Indemnification. The advertiser/agency represents that
the advertiser is the owner or is licensed to use the entire contents
and subject matter contained in its advertising and collateral
information, including, without limitation, (a) the names and/or
pictures of persons; (b) any copyrighted material, trademarks, service
marks, logos, and/or depictions of trademarked or service marked goods
or services; and (c) any testimonials or endorsements contained in any
advertisement submitted to Lycos. In consideration of Lycos'
acceptance of such advertisements and information for publication, the
advertiser and agency will jointly and severally indemnify and hold
Lycos harmless against all loss, liability, damage and expense of any
nature (including attorney's fees) arising out of Lycos' performance
under this contract or the copying, printing, distributing, or
publishing of advertiser's/agency's advertisements. If advertiser
possesses any preexisting copyright interests in the advertisements,
advertiser grants Lycos the right to use, reproduce, and distribute
the advertisements.
7. Key Words and Phrases. Each advertiser may be given a "first right" to
its exact company name and trademarks for key word/phrase advertising.
Lycos may pre-empt an existing keyword/phrase advertiser by submitting
a three-month advertising contract. The existing contract-holder for
the keyword/phrase will be provided with a two-week notification of
preemption and will receive a pro-rated refund for any unfulfilled
number of guaranteed impressions. If two or more advertisers have the
same name trademark, the allocation will be on a first-come basis and
the existing will take precedence.
-2-
<PAGE> 3
8. Rejections. Lycos reserves the right, without liability, to reject,
omit, or exclude any advertisement or to reject or terminate any links
for any reason at any time, with or without notice to the
advertiser/agency, and whether or not such advertisement or link was
previously acknowledged, accepted, or published.
9. Limitation of Liability. Lycos shall not be liable for any errors in
content or omissions. Should an error appear in an advertisement,
Lycos' liability will be limited to the cost of the advertisement (pro
rated for the publishing completed). Lycos will not be liable for any
delays in delivery and/or non-delivery in the event of an act of God,
action by any government entity, transportation, strike, network
difficulties, electronic malfunction, etc. or any feasibility,
reliability, or effectiveness related to the Lycos site. Lycos does
not represent or warrant that the Lycos site will meet the objectives
or needs of advertiser/agency or any third party. In no event will
Lycos be liable for any failure, disruption, downtime, interruption,
miscalculation, delay, inaccuracy, or any other non-performance
related to the Lycos site. UNDER NO CIRCUMSTANCES WILL LYCOS BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANYWAY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF LYCOS HAS BEEN
ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
10. Choice of Law and Forum. This contract shall be interpreted and
construed in accordance with the laws of the Commonwealth of
Massachusetts, without regard to its conflicts of laws provision, and
with the same force and effect as if fully executed and performed
therein. Each party hereby consents to the personal jurisdiction of
the Commonwealth of Massachusetts, acknowledges that venue is proper
in any state or Federal court in the Commonwealth of Massachusetts,
agrees that any action related to this Agreement must be brought in a
state or Federal court in the Commonwealth of Massachusetts, and
waives any objections that may exist, now or in the future, with
respect to any of the foregoing.
11. Credit Cards. In the event that advertiser/agency pays any amounts due
hereunder with a credit card and the issuer of the credit card fails
to pay the amounts authorized by advertiser/agency, advertiser/agency
shall immediately remit full payment to Lycos plus any interest due on
the outstanding amounts. In addition, if advertiser/agency pays any
amounts due hereunder with a credit card and the issuer of the credit
card seeks to recover from Lycos any amounts received by Lycos from
the issuer, advertiser/agency shall immediately remit to Lycos all
amounts necessary to comply with the issuer's request and any costs
and expenses incurred by Lycos.
12. Miscellaneous. No public statements concerning the existence or terms
of this contract will be made or released to any medium except with
the prior approval of both parties or as required by law. This
contract cannot be sold, assigned or transferred by advertiser/agency
to any party. If any portion of the contract is found unenforceable
for any reason, the remainder will remain in full force and effect. No
waiver by Lycos shall operate as a waiver of any other provision or
any subsequent default. This document represents the entire agreement
of the parties; Lycos will not be bound by the representations of any
agents, brokers, or other third parties. Any modifications must be in
writing and signed by an authorized representative of Lycos.
The undersigned is legally empowered with due corporate authority to enter into
this Contract and agrees to be bound by the Terms and Conditions of this
contract.
ADVERTISER OR AGENCY LYCOS, INC.
SIGNATURE: /s/ Judith G. Hackett /s/ ILLEGIBLE
---------------------------------- --------------------------------
DATE:
--------------------------------------- --------------------------------
-3-
<PAGE> 4
*
HeadHunter.Net on Lycos
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
4/1-12/31 Company Impressions Actual Click Rate Page Views Per User Pages Getting from contract Value Cost
<S> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Contract Lycos [***] [***] [***] [***] $25,046.87 $25,021
- -----------------------------------------------------------------------------------------------------------------------------------
Delivering Lycos 0 $ 0.00
===================================================================================================================================
</TABLE>
Impressions are by month. Click thru and page views are based on historical
averages of Lycos performance with HeadHunter.NET
Total impressions include [***] per month as noted in contract plus [***]
"estimate" from job search button.
<PAGE> 5
*
<TABLE>
<S> <C> <C> <C>
Offices: Send all payments to:
LYCOS New York (212) 549-2100 Philadelphia (610) 701-5779 Lycos, Inc.
San Francisco (415) 281-8721 Los Angeles (310) 914-0195 PO Box 6255
www.lycos.com Pittsburgh (412) 208-1000 Atlanta (404) 228-0534 Boston, MA 02212-6255
www.tripod.com Waltham (781) 370-2700 New England (603) 924-4983
www.whowhere.com Williamstown (413) 458-2615 Mountainview (650) 938-4000
Chicago (773) 281-8390 Dallas (214) 800-8767
</TABLE>
CHANGE ORDER LYCOS NETWORK ADVERTISING
<TABLE>
<S> <C> <C> <C>
ADVERTISER: Headhunter.net Original Contract Terms:
ADDRESS 1: 6410 Atlanta Blvd., Suite 180 Start Date 4/1/99
ADDRESS 2: Norcross, GA 30071 End Date 12/31/99
AGENT/AGENCY Package
BILLING CONTACT NAME: Judy Hackett
BILLING ADDRESS 1: Orig. Contract Cost $ 225,000
BILLING ADDRESS 2: 770-300-9272 New Contract Cost $ 225,000
TELEPHONE NUMBER: 770-300-9298
FAX NUMBER: Change in Net Cost $ -
</TABLE>
PACKAGE DETAILS REALLOCATE IMPRESSIONS AS DETAILED
CHANGES TO ORIGINAL CONTRACT
<TABLE>
<S> <C>
MOVE IMPRESSIONS FROM LYCOS.COM HOME PAGE TO LYCOS.COM BULLSEYE IMPRESSIONS.
---------------------------------
DELETE ALL REMAINING HOME PAGE IMPRESSIONS AND REPLACE WITH THE FOLLOWING BULLSEYE FINANCE USE ONLY
----------------
IMPRESSIONS STARTING 4/25/99 - 12/31/99
---------------------------------
JOBS [***] IMPRESSIONS ID # 118822 $$ ADJUSTMENT
EMPLOYMENT [***] IMPRESSIONS ID # 118823
---------------------------------
APPROVAL
---------------------------------
DATE
</TABLE>
ADVERTISER/AGENT SIGNATURE /s/ J.C. Sieck
-----------------------------
LYCOS ACCOUNT MANAGER SIGNATURE /s/ ILLEGIBLE
----------------------------
This advertising contract is subject to the attached Terms and Conditions.
<PAGE> 6
*
<TABLE>
<S> <C> <C> <C>
Offices: Send all payments to:
LYCOS New York (212) 549-2100 Philadelphia (610) 701-5779 Lycos, Inc.
San Francisco (415) 281-8721 Los Angeles (310) 914-0195 PO Box 6255
www.lycos.com Pittsburgh (412) 208-1000 Atlanta (404) 228-0534 Boston, MA 02212-6255
www.tripod.com Waltham (781) 370-2700 New England (603) 924-4983
www.whowhere.com Williamstown (413) 458-2615 Mountainview (650) 938-4000
Chicago (773) 281-8390 Dallas (214) 800-8767
</TABLE>
CHANGE ORDER LYCOS NETWORK ADVERTISING
<TABLE>
<S> <C> <C> <C>
ADVERTISER: Headhunter.net Original Contract Terms:
ADDRESS 1: 6410 Atlanta Blvd., Suite 180 Start Date 4/1/99
ADDRESS 2: Norcross, GA 30071 End Date 12/31/99
AGENT/AGENCY Package
BILLING CONTACT NAME: Judy Hackett
BILLING ADDRESS 1: Orig. Contract Cost $ 225,000
BILLING ADDRESS 2: 770-300-9272 New Contract Cost $ 225,000
TELEPHONE NUMBER: 770-300-9298
FAX NUMBER: Change in Net Cost $ -
PACKAGE DETAILS ADD ADDITIONAL IMPRESSIONS AS BONUS - MOVE SHOWCASE BOX JUNE 1
</TABLE>
CHANGES TO ORIGINAL CONTRACT
<TABLE>
<S> <C>
ADD THE FOLLOWING AREA AS A BONUS TO THE HEADHUNTER CAMPAIGN
--------------------------
BULLSEYE ON "CAREERS", RES ID # 126558 - [***] IMPRESSIONS FROM 5/12 - 12/31/99 FINANCE USE ONLY
MOVE PRESENT PREMIER LINK I CAREER GUIDE > JOB SEARCH TO --------------------------
$$ ADJUSTMENT
A SHOWCASE UNIT ON THE TOP PAGE CAREER GUIDE/JOBS PAGE OF DIRECTORY STARTING JUNE 1 - 12/31/99
--------------------------
APPROVAL
--------------------------
DATE
</TABLE>
ADVERTISER/AGENT SIGNATURE /s/ J. Carter Sieck
-----------------------------
LYCOS ACCOUNT MANAGER SIGNATURE /s/ ILLEGIBLE
----------------------------
This advertising contract is subject to the attached Terms and Conditions.
<PAGE> 1
Portions of this Exhibit are the subject of a request for confidential
treatment. The copy filed as an exhibit omits the information subject to such
confidential request. The omitted information has been filed separately with
the Commission. Such portions are marked by brackets [***] and the page on
which they appear contain an asterisk (*) in the upper right corner.
Exhibit 10.20*
[DoubleClick Logo]
INSERTION ORDER PROPERTIES
ADMINISTRATIVE FUNCTION: [VIEW CHANGE LOG]
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Order ID X 159544
- -------------------------------------------------------------------------------------------------------------------------
Order Type X Network Sponsorship
- -------------------------------------------------------------------------------------------------------------------------
Insertion Order Type X Exclusive
- -------------------------------------------------------------------------------------------------------------------------
Sales Assignments X Jeffrey Silverman Sponsorships - East
- -------------------------------------------------------------------------------------------------------------------------
Craig Paris Network/Altavista Inside Sales Set
- -------------------------------------------------------------------------------------------------------------------------
Status ? Order does not meet the Order Approval Criteria for the
network.
There are fewer impressions than contracted. Pending
signature(s).
- -------------------------------------------------------------------------------------------------------------------------
Billing Status X Open / Unbilled [Update] Draw from Pre-Pay Monthly
- -------------------------------------------------------------------------------------------------------------------------
Name X Headhunter.net Alta Vista "Featured Badge Position"
04/01/99 - 12/31/99
- -------------------------------------------------------------------------------------------------------------------------
Comments X None
- -------------------------------------------------------------------------------------------------------------------------
Bulk X No
- -------------------------------------------------------------------------------------------------------------------------
Total Impressions X [***]
- -------------------------------------------------------------------------------------------------------------------------
Start Date X April 01, 1999
- -------------------------------------------------------------------------------------------------------------------------
End Date X December 31, 1999
- -------------------------------------------------------------------------------------------------------------------------
Number of Days X 275
- -------------------------------------------------------------------------------------------------------------------------
Billing Method X Actuals Set
- -------------------------------------------------------------------------------------------------------------------------
Paid in Full X N/A
- -------------------------------------------------------------------------------------------------------------------------
PO Number X None
- -------------------------------------------------------------------------------------------------------------------------
Contract for Ad Placement Materials X Judy Hackett
770-300-9272
[email protected]
- -------------------------------------------------------------------------------------------------------------------------
Approved X Yes
- -------------------------------------------------------------------------------------------------------------------------
Targeting Information X [***] impressions overall guaranteed monthly Badge and Run
of Alta Vista or make good with keywords
- -------------------------------------------------------------------------------------------------------------------------
Special Instructions X None
- -------------------------------------------------------------------------------------------------------------------------
Signatures ? Order pending signature(s) Sign
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Rate Card Price 166,500.00
- ------------------------------------------------------------------------------------------------------------------------
Gross Price 166,500.00 Set
- ------------------------------------------------------------------------------------------------------------------------
Net Price 166,500.00
- ------------------------------------------------------------------------------------------------------------------------
Cost Per Day 605.45
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
ORDER SIGNATURES
THIS IS AN IMPORTANT LEGAL DOCUMENT. PLEASE READ IT CAREFULLY BEFORE SIGNING
BELOW.
DOUBLECLICK STANDARD TERMS AND CONDITIONS
DELIVERY OF BANNERS. DoubleClick shall deliver Advertiser's Banners to users
accessing Pages in accordance with the Service Terms, this insertion order and
such other specifications to be determined solely by DoubleClick (collectively,
the "Agreement"). Advertiser hereby grants DoubleClick a non-exclusive,
worldwide license to use Banners on the Service pursuant to this Agreement.
PAYMENT. Advertiser shall pay DoubleClick immediately upon Advertiser's receipt
of DoubleClick's invoice. If Advertiser fails to make payment within such
thirty (30) day period, DoubleClick, in addition to other remedies, shall have
the right to immediately remove Banners from the Service without any obligation
to Advertiser or claim against DoubleClick for such removal. Advertiser cannot
cancel or receive refunds for any Banners which have run or orders which have
been placed unless cancelled on four (4) weeks prior written notice to
DoubleClick and after such orders are fifty percent (50%) completed. Advertiser
agrees that if Advertiser cancels or changes its order as provided above, any
discount granted may be rescinded or adjusted, and Advertiser may be charged at
the full card rate then in effect.
ADVERTISER'S OBLIGATIONS AND REPRESENTATIONS. Advertiser shall be solely
responsible for all costs it incurs in connection with the Service and this
Agreement, including, without limitation, expenses associated with creating,
updating and otherwise managing Banners, delivering Banners to the Service and
establishing and maintaining links between Banners and web sites and areas
outside the Service (collectively, "Advertiser's Web Content"). Advertiser
warrants and represents at all times that Advertiser owns and/or has the right
to permit the use of the Banners by DoubleClick and that neither the Banners
nor the Advertiser's Web Content will infringe the rights of any third party or
violate any foreign or domestic federal, state or local law or regulation.
Advertiser agrees that it shall be solely responsible for any liability arising
out of the Banners or Advertiser's Web Content. In furtherance of the
foregoing, Advertiser agrees to indemnify and hold DoubleClick and Service
Participants harmless from and against any losses, costs, damages or expenses
(including reasonable attorneys' fees) resulting from claims or actions arising
out of or in connection with Banners or Advertiser's Web Content or
Advertiser's breach of any agreement, representation or warranty hereunder,
including, without limitation, claims for infringement of copyright or other
intellectual property rights and violation of rights of privacy or publicity.
DOUBLECLICK'S RIGHTS. DoubleClick shall have the right to approve the form and
content of all Banners and no changes shall be made to any Banners without
DoubleClick's consent. DoubleClick shall have the right to refuse to include in
the Service, and to remove from the Service without notice, any Banner that
DoubleClick determines does not meet the Service's standards or comply with the
Service Terms or any Banner linking to Advertiser's Web Content, which content
DoubleClick deems unlawful or inappropriate in its sole discretion. DoubleClick
may use the Advertiser's name and Banners to promote DoubleClick and the
Service in all media and to use information concerning Pages, Impressions and
users for DoubleClick's own use and for use in connection with the Service,
provided DoubleClick does not reproduce Banners without Advertiser's prior
consent.
NO WARRANTY/LIABILITY. DOUBLECLICK MAKES NO WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION,
THE TYPE OR NUMBER OF SERVICE PARTICIPANTS OR THE TYPE OR NUMBER OF PAGES WHICH
WILL BE ACCESSIBLE THROUGH THE SERVICE. DOUBLECLICK SHALL NOT BE LIABLE FOR ANY
SERVICE PARTICIPANTS NOR FOR THE CONTENTS OF ANY WEB SITES OR PAGES, NOR FOR
ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING COUNSEL FEES) INCURED BY
ADVERTISER IN CONNECTION WITH ADVERTISER'S PARTICIPATION IN THE SERVICE,
INCLUDING WITHOUT LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR
LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION TO ADVERTISER'S BANNERS. IN
NO EVENT SHALL DOUBLECLICK BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT DOUBLECLICK
HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL DOUBLECLICK'S
LIABILITY EXCEED THE TOTAL AMOUNT PAID TO DOUBLECLICK BY ADVERTISER HEREUNDER.
-2-
<PAGE> 3
MISCELLANEOUS. Advertiser shall hold this Agreement in confidence and shall not
sell, transfer or assign this Agreement without DoubleClick's prior written
consent. Advertiser shall not have, nor claim, any right, title or interest in
or to any Pages, the Service or any elements thereof (including, without
limitation, the grant of a license in or to the Service or any software, source
codes, modifications, updates and enhancements thereof or other aspect
thereof), the name "DoubleClick" or any derivatives thereof, or any other
trademarks and logos owned or controlled by DoubleClick and made available
through the Service or otherwise. Each party hereto shall be and act as an
independent contractor and not as partner, joint venturer, or agent of the
other. This Agreement represents the entire understanding between DoubleClick
and Advertiser regarding DoubleClick's services and supersedes all prior
agreements. No waiver, modifications or addition to this Agreement shall be
valid unless in a writing signed by the parties. The foregoing shall not limit
DoubleClick's right to waive, modify or make additions to the Service Terms.
The Service Terms, as in effect from time to time, are hereby incorporated in
this Agreement and made a part hereof as if set forth in full. This Agreement
shall be governed by and construed in accordance with the substantive laws of
the State of New York and jurisdiction and venue of all matters relating to
this Agreement shall be vested exclusively in the federal and state courts
within the City of New York.
DEFINITIONS. "Banner" is defined as Advertiser's advertisement and its contents
which appears on a Page. "Impression" is defined as occurring each time a
Banner appears on a Page, resulting from a user accessing or visiting such
Page. "Page" is defined as a page in a Service Participant's web site which is
linked to the Service pursuant to the Service Terms. "Service" is defined as
the DoubleClick service or other related service, owned, operated or
distributed by or through DoubleClick or any subsidiary that delivers banners
to web site pages linked to the Service upon users accessing or visiting such
page. "Service Participant" is defined as the companies, entities and
individuals accepted by DoubleClick which supply the Pages to receive banners
as part of the Service. "Service Terms" is defined as the guidelines, terms and
conditions in effect and established by DoubleClick from time to time which
govern the Advertiser's and Service Participants' use of the Service and are at
http://ww.doubleclick.net.
3/21/97 Version
ONLINE SUBMISSIONS: IN LIEU OF A SIGNATURE, CHECK THE BOX AND ENTER YOUR NAME
BELOW.
- - Sign for the advertiser.
- - Paper Insertion Order with signature on file.
Note: The client's checkbox reads "In lieu of signature,
Agency/Advertiser check here".
The client MUST check their box for the order to be considered
"signed".
<TABLE>
<S> <C>
--------------------------
Order Authorization Name: Judy Hackett
--------------------------
--------------------------
Company: HeadHunter.Net
--------------------------
--------------------------
Title: SVP Marketing
--------------------------
/s/ Judith Hackett
</TABLE>
Date: Thursday, February 25, 1999
[ ] In lieu of signature, Sales check here.
--------------------------
Sales Name: Craig Paris
--------------------------
/s/ Craig Paris
Date: Thursday, February 25, 1999
Update
-3-
<PAGE> 1
Exhibit 23.1
ARTHUR
ANDERSEN
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our firm included in or made part of this registration
statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
June 29, 1999
