<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1999
Registration No. 333-78095
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
INSWEB CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7389 94-3220749
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code number) Identification
incorporation or organization) No.)
</TABLE>
901 MARSHALL STREET, REDWOOD CITY, CALIFORNIA 94063
(650) 298-9100
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
HUSSEIN A. ENAN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
INSWEB CORPORATION
901 MARSHALL STREET
REDWOOD CITY, CALIFORNIA 94063
(650) 298-9100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
DENNIS C. SULLIVAN, ESQ. KEVIN P. KENNEDY, ESQ.
PAUL A. BLUMENSTEIN, ESQ. Shearman & Sterling
MICHAEL B. GEBHARDT, ESQ. 1550 El Camino Real, Suite 100
Gray Cary Ware & Freidenrich LLP Menlo Park, California 94025-4100
400 Hamilton Avenue (650) 330-2200
Palo Alto, California 94301-1825
(650) 328-6561
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
------------------
If any of the securities being registered on this form are being 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 an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration 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 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 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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No. 6 is solely to file a certain exhibit to
the Registration Statement as set forth below in Item 16(a) of Part II.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all costs and expenses, other than the
underwriting discounts and commissions payable by the Registrant in connection
with the sale and distribution of the common stock being registered. All amounts
shown are estimates except for the Securities and Exchange Commission
registration fee, the NASD filing fee and the Nasdaq National Market application
fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............ $ 26,376
NASD filing fee................................................ 6,250
Nasdaq National Market application fee......................... 95,000
Blue sky qualification fees and expenses....................... 5,000
Printing and engraving expenses................................ 230,000
Legal fees and expenses........................................ 300,000
Accounting fees and expenses................................... 279,000
Transfer agent and registrar fees.............................. 7,500
Miscellaneous expenses......................................... 50,874
----------
Total...................................................... $1,000,000
----------
----------
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors and other corporate agents under certain circumstances
and subject to certain limitations. The Registrant's Certificate of
Incorporation and Bylaws provide that the Registrant shall indemnify its
directors, officers, employees and agents to the full extent permitted by
Delaware General Corporation Law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. In addition, the
Registrant intends to enter into separate indemnification agreements (Exhibit
10.1) with its directors and officers which would require the Registrant, among
other things, to indemnify them against certain liabilities which may arise by
reason of their status or service (other than liabilities arising from willful
misconduct of a culpable nature). The Registrant also intends to maintain
director and officer liability insurance, if available on reasonable terms.
These indemnification provisions and the indemnification agreements may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act.
The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the
Underwriters of the Registrant and its officers and directors for certain
liabilities arising under the Securities Act, or otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
(a) Since March 31, 1996, InsWeb has issued and sold the following
unregistered securities:
1. From inception through June 30, 1999, InsWeb issued options to
purchase an aggregate of 6,363,188 shares of common stock under its stock
options plans, of which 2,517,297 have been exercised.
2. In February 1996, InsWeb sold 176,471 shares of its Series A
preferred stock to Nationwide Mutual Insurance Company at a purchase price
of $42.50 per share, for an aggregate purchase price of $7,500,018.
II-1
<PAGE>
3. In November 1996, InsWeb sold 176,471 shares of its Series B
preferred stock to Insurance Information Exchange at a purchase price of
$46.75 per share, for an aggregate purchase price of $8,250,000.
4. In May 1997, InsWeb sold 53,476 shares of its Series C preferred
stock to Century Capital Partners, L.P. at a purchase price of $46.75 per
share, for an aggregate purchase price of $2,500,003.
5. In May 1997, InsWeb sold 27,864 shares of its Series A-1 preferred
stock and 8,444 shares of its Series C preferred stock to Nationwide Mutual
Insurance Company, for an aggregate purchase price of $1,697,399.
6. In December 1998 and February 1999, InsWeb sold an aggregate of
190,621 shares of its Series D preferred stock to two entities affiliated
with SOFTBANK Corp. and Century Capital Partners, L.P., at a purchase price
of $162.875 per share, for an aggregate purchase price of $31,047,395.
7. In March and April 1999, InsWeb sold an aggregate of 185,775 shares
of its Series E preferred stock to an entity affiliated with SOFTBANK Corp.,
at a purchase price of $188.40 per share, for an aggregate purchase price of
$35,000,010.
There were no underwriters employed in connection with any of the
transactions set forth in this Item 15.
For additional information concerning these equity investment transactions,
see the section entitled "Certain Transactions" in the prospectus.
The issuances described in Items 15(a)(1) through 15(a)(7) were deemed
exempt from registration under the Securities Act in reliance on Section 4(2) of
the Securities Act as transactions by an issuer not involving a public offering.
Certain issuances described in Item 15(a)(1) were deemed exempt from
registration under the Securities Act in reliance on Section 4(2) or Rule 701
promulgated thereunder as transactions pursuant to compensatory benefit plans
and contracts relating to compensation. The recipients of securities in each
such transaction represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates and other instruments issued in such transactions. All recipients
either received adequate information about InsWeb or had access, through
employment or other relationships, to such information.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- --------------------------------------------------------------------------
<C> <S>
*1.1 Form of Underwriting Agreement
*3.1 Fifth Restated Certificate of Incorporation of Registrant
*3.2 Bylaws of Registrant
*3.3 Form of Amended and Restated Certificate of Incorporation of Registrant to
be filed after the closing of the offering made pursuant to this
Registration Statement
*4.1 Specimen certificate representing the common stock
*4.2 Third Amended and Restated Investor Rights Agreement among Registrant and
certain Stockholders of Registrant, dated as of March 31, 1999
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- --------------------------------------------------------------------------
<C> <S>
*5.1 Opinion of Gray Cary Ware & Freidenrich LLP
*10.1 Form of Indemnity Agreement between Registrant and Registrant's directors
and officers
*10.2 1997 Stock Option Plan
*10.3 1999 Employee Stock Purchase Plan
*10.4 Series A Preferred Stock Purchase Agreement between Registrant and
Nationwide Mutual Insurance Company, dated as of January 30, 1996
*10.5 Stock Purchase Agreement between Registrant and Insurance Information
Exchange, L.L.C., dated as of November 22, 1996
*10.6 Non-Exclusive Joint Marketing and License Agreement between Registrant and
Insurance Information Exchange, L.L.C., dated as of November 22, 1996
*10.7 Asset Purchase Agreement between Registrant and Insurance Information
Exchange, L.L.C., dated as of November 22, 1996
*10.8 Letter of Credit Agreement between Registrant and AMS Services, Inc.,
dated as of November 22, 1996
*10.9 Assignment and Assumption Agreement by and among Registrant, AMS Services,
Inc. and Continental Casualty Company, dated as of April 10, 1998
*10.10 Employment Agreement between Registrant and Hussein A. Enan, dated as of
July 1, 1999
*10.11 Option Agreement between Insurance Information Exchange, L.L.C. and
Hussein A. Enan, dated as of November 22, 1996
*10.12 Series C Stock Purchase Agreement between Registrant and Century Capital
Partners, L.P., dated as of February 21, 1997
*10.13 Subscription Agreement between Registrant and Nationwide Mutual Insurance
Company, dated as of May 15, 1997
*10.14 Series D Preferred Stock Purchase Agreement by and among Registrant,
SOFTBANK Ventures, Inc., SOFTVEN No. 2 Investment Enterprise Partnership
and Century Capital Partners, L.P., dated as of December 15, 1998, as
amended
*10.15 Agreement and Plan of Reorganization by and among Registrant, Benelytics
Acquisition Corporation and Benelytics, Inc., dated as of December 31,
1998
*10.16 Joint Venture Agreement by and between Registrant and SOFTBANK Corp.,
dated as of December 15, 1998
*10.17 Series E Preferred Stock Purchase Agreement by and between Registrant and
SOFTBANK America Inc., dated as of March 31, 1999
10.18+ License Agreement between Registrant and Yahoo! Inc. dated as of February
12, 1998, as amended
*10.19+ Services Agreements between Registrant and State Farm Mutual Automobile
Insurance Company dated as of August 23 and October 22, 1997, as amended
*21.1 Subsidiaries of Registrant
*23.1 Consent of PricewaterhouseCoopers LLP, independent accountants with
respect to the audited financial statements of the Registrant
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- --------------------------------------------------------------------------
<C> <S>
*23.2 Consent of PricewaterhouseCoopers LLP, independent accountants with
respect to the audited financial statements of Benelytics, Inc.
*23.3 Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5.1)
*24.1 Power of Attorney
*27.1 Financial Data Schedule
</TABLE>
- --------------
* Previously filed.
+ Portions of this Exhibit have been omitted based on a request for
confidential treatment.
(B) FINANCIAL STATEMENT SCHEDULES.
Schedule II -- Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant 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 Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 14 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act, and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant 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 hereunder, the Registrant
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 Securities Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant 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; and
(2) For the purpose of determining any liability under the Securities Act,
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 the time shall be deemed to be the
initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Redwood City, State of California, on
July 22, 1999.
<TABLE>
<S> <C> <C>
INSWEB CORPORATION
By: /s/ HUSSEIN A. ENAN
-----------------------------------------
Hussein A. Enan
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman of the Board,
/s/ HUSSEIN A. ENAN President and Chief
- ------------------------------ Executive Officer July 22, 1999
Hussein A. Enan (PRINCIPAL EXECUTIVE
OFFICER)
/s/ DARRELL J. TICEHURST*
- ------------------------------ Vice Chairman of the Board July 22, 1999
Darrell J. Ticehurst
Executive Vice President
/s/ STEPHEN I. ROBERTSON* and Chief Financial
- ------------------------------ Officer (PRINCIPAL July 22, 1999
Stephen I. Robertson FINANCIAL AND ACCOUNTING
OFFICER)
/s/ BRUCE A. BUNNER*
- ------------------------------ Director July 22, 1999
Bruce A. Bunner
/s/ JAMES M. CORROON*
- ------------------------------ Director July 22, 1999
James M. Corroon
/s/ PHILIP L. ENGEL*
- ------------------------------ Director July 22, 1999
Philip L. Engel
/s/ RONALD FISHER*
- ------------------------------ Director July 22, 1999
Ronald Fisher
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ RICHARD J. FREEMAN*
- ------------------------------ Director July 22, 1999
Richard J. Freeman
/s/ M. GORDON GADDY*
- ------------------------------ Director July 22, 1999
M. Gordon Gaddy
/s/ RICHARD D. HEADLEY*
- ------------------------------ Director July 22, 1999
Richard D. Headley
/s/ YOSHITAKA KITAO*
- ------------------------------ Director July 22, 1999
Yoshitaka Kitao
/s/ CLAUDE Y. MERCIER*
- ------------------------------ Director July 22, 1999
Claude Y. Mercier
/s/ DONALD K. MORFORD*
- ------------------------------ Director July 22, 1999
Donald K. Morford
/s/ ROBERT C. NEVINS*
- ------------------------------ Director July 22, 1999
Robert C. Nevins
/s/ ROBERT A. PUCCINELLI*
- ------------------------------ Director July 22, 1999
Robert A. Puccinelli
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ HUSSEIN A. ENAN
-------------------------
Hussein A. Enan
ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- --------------------------------------------------------------------------
<C> <S>
*1.1 Form of Underwriting Agreement
*3.1 Fifth Restated Certificate of Incorporation of Registrant
*3.2 Bylaws of Registrant
*3.3 Form of Amended and Restated Certificate of Incorporation of Registrant to
be filed after the closing of the offering made pursuant to this
Registration Statement
*4.1 Specimen certificate representing the common stock
*4.2 Third Amended and Restated Investor Rights Agreement among Registrant and
certain Stockholders of Registrant, dated as of March 31, 1999
*5.1 Opinion of Gray Cary Ware & Freidenrich LLP
*10.1 Form of Indemnity Agreement between Registrant and Registrant's directors
and officers
*10.2 1997 Stock Option Plan
*10.3 1999 Employee Stock Purchase Plan
*10.4 Series A Preferred Stock Purchase Agreement between Registrant and
Nationwide Mutual Insurance Company, dated as of January 30, 1996
*10.5 Stock Purchase Agreement between Registrant and Insurance Information
Exchange, L.L.C., dated as of November 22, 1996
*10.6 Non-Exclusive Joint Marketing and License Agreement between Registrant and
Insurance Information Exchange, L.L.C., dated as of November 22, 1996
*10.7 Asset Purchase Agreement between Registrant and Insurance Information
Exchange, L.L.C., dated as of November 22, 1996
*10.8 Letter of Credit Agreement between Registrant and AMS Services, Inc.,
dated as of November 22, 1996
*10.9 Assignment and Assumption Agreement by and among Registrant, AMS Services,
Inc. and Continental Casualty Company, dated as of April 10, 1998
*10.10 Employment Agreement between Registrant and Hussein A. Enan, dated as of
July 1, 1999
*10.11 Option Agreement between Insurance Information Exchange, L.L.C. and
Hussein A. Enan, dated as of November 22, 1996
*10.12 Series C Stock Purchase Agreement between Registrant and Century Capital
Partners, L.P., dated as of February 21, 1997
*10.13 Subscription Agreement between Registrant and Nationwide Mutual Insurance
Company, dated as of May 15, 1997
*10.14 Series D Preferred Stock Purchase Agreement by and among Registrant,
SOFTBANK Ventures, Inc., SOFTVEN No. 2 Investment Enterprise Partnership
and Century Capital Partners, L.P., dated as of December 15, 1998, as
amended
*10.15 Agreement and Plan of Reorganization by and among Registrant, Benelytics
Acquisition Corporation and Benelytics, Inc., dated as of December 31,
1998
*10.16 Joint Venture Agreement by and between Registrant and SOFTBANK Corp.,
dated as of December 15, 1998
*10.17 Series E Preferred Stock Purchase Agreement by and between Registrant and
SOFTBANK America Inc., dated as of March 31, 1999
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- --------------------------------------------------------------------------
<C> <S>
10.18+ License Agreement between Registrant and Yahoo! Inc. dated as of February
12, 1998, as amended
*10.19+ Services Agreements between Registrant and State Farm Mutual Automobile
Insurance Company dated as of August 23 and October 22, 1997, as amended
*21.1 Subsidiaries of Registrant
*23.1 Consent of PricewaterhouseCoopers LLP, independent accountants with
respect to the audited financial statements of the Registrant
*23.2 Consent of PricewaterhouseCoopers LLP, independent accountants with
respect to the audited financial statements of Benelytics, Inc.
*23.3 Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5.1)
*24.1 Power of Attorney
*27.1 Financial Data Schedule
</TABLE>
- --------------
* Previously filed.
+ Portions of this Exhibit have been omitted based on a request for
confidential treatment.
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR
CONFIDENTIAL TREATMENT
Exhibit 10.18
AMENDMENT
YAHOO! INC. - INSWEB CORPORATION
LICENSE AGREEMENT
This Amendment (this "Amendment") is entered into as of March 31, 1999
(this "Amendment's Effective Date") between Yahoo! Inc., a California
corporation ("Yahoo") and InsWeb Corporation, a Delaware corporation ("InsWeb")
and amends the License Agreement entered into between Yahoo and InsWeb as of
February 12, 1998 (the "Agreement").
For good and valuable consideration, the receipt of which is hereby
acknowledged, Yahoo and InsWeb hereby agree to amend the Agreement as follows:
1. Section 8.1 of the Agreement shall be replaced in its entirety by the
following:
"8.1 TERM. This Agreement will become effective as of the Effective
Date and shall, unless sooner terminated as provided below or as
otherwise agreed, remain effective for an initial term of twelve (12)
months following the Launch Date (the "Initial Term"). Thereafter,
the Agreement shall automatically renew for an additional period of
approximately eighteen months, until September 30, 2000 (the "Renewal
Term"). The Initial Term and the Renewal Term hereinafter referred to
as the Term."
2. Section 4.1 of the Agreement shall be replaced in its entirety by
the following; provided that, Yahoo acknowledges having received, as of this
Amendment's Effective Date, the payments due through December 31, 1998
(totaling $2,000,000):
"4.1 SLOTTING FEE. In consideration of Yahoo's performance and
obligations as set forth herein, InsWeb will pay Yahoo a total slotting
fee equal to nine million five hundred thousand dollars ($9,500,000).
Such fee shall be paid to Yahoo on the dates set forth below with the
first payment designated as a setup fee for the initial design,
consultation, and placement of the Co-Branded Pages within the Yahoo
Insurance Information Center, and with three hundred thousand dollars
($300,000) of the sixth payment (of $1,500,000) designated as a setup fee
for the design, consultation, and placement of the Co-Branded Pages within
the Yahoo Insurance Information Center for the Renewal Term.
<TABLE>
<CAPTION>
PAYMENT DATE
------- ----
<S> <C>
$300,000 Upon signing the Agreement
$425,000 March 31, 1998
$425,000 June 30, 1998
$425,000 September 30, 1998
$425,000 December 31, 1998
$1,500,000 Upon signing this Amendment
$1,200,000 June 20, 1999
$1,200,000 September 20, 1999
$1,200,000 December 20, 1999
$1,200,000 March 20, 2000
$1,200,000 June 20, 2000
</TABLE>
[****] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED-EDITED COPY
3. Exhibit C of the Agreement shall be replaced in its entirety by the
following which shall apply during the Renewal Term:
"A. INSWEB'S RESPONSIBILITIES:
- InsWeb will deliver the InsWeb Content to Yahoo via e-mail.
- InsWeb shall provide Yahoo with the following information on [****]
basis:
- number of [****] Yahoo
- number of [****] Yahoo
B. YAHOO'S RESPONSIBILITIES:
Yahoo will distribute Yahoo's Insurance Information Center as follows:
- A text link on the front page of Yahoo Finance currently located at
http://finance.yahoo.com/.
- A text link on the front page of Yahoo Autos.
- A text link on the front page of Yahoo Real Estate.
- A text link on the front page of Yahoo Health after that site has
been launched by Yahoo, provided that InsWeb is offering health
insurance for individuals.
- A text link on the left-hand column of the Automotive, Rental and Real
Estate Classifieds portions of Yahoo! Classifieds.
- Yahoo will maintain a permanent "above the line" text link to the
Insurance Center from
http://dir.yahoo.com/Business_and_Economy/Companies/Financial_
Services/Insurance/ and
http://dir.yahoo.com/Business_and_Economy/Finance_and_Investment/
Insurance/ or their successor URLs.
- Yahoo will link to the Co-Branded Application and the relevant InsWeb
Application(s) from the following pages of the Yahoo Insurance
Information Center. Yahoo will also place "returning user" links on
these pages. InsWeb will incorporate mutually agreed elements of the
Yahoo look and feel into the InsWeb Application(s) linked to in this
manner.
- Auto Insurance
- Life & Health Insurance
-2-
[****] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED-EDITED COPY
- Home & Renter's Insurance
- The Yahoo Insurance Information Center will be promoted from the
following pages a minimum of [****] days during the Renewal Term.
[****] Yahoo shall make reasonable efforts to place these links
on or near those dates, [****].
- Yahoo home page (http://www.yahoo.com)
- Business and Economy top category page
(http://dir.yahoo.com/Business_and_Economy/)
- Finance and Investment top category page
(http://dir.yahoo.com/Business_and_Economy/Finance_and_Investment/)
- The Yahoo Insurance Information Center will be promoted on the
following list of keywords in the Yahoo Search service:
- insurance
- auto insurance
- health insurance
- life insurance
- homeowners insurance
- renters insurance
- "insurance"
- insurance quote
- "insurance quote"
- insurance quotes
- "insurance quotes"
- "auto insurance"
- automobile insurance
- "automobile insurance"
- car insurance
- "car insurance"
- home insurance
- "home insurance"
- "homeowners insurance"
- "renters insurance"
- "health insurance"
- "life insurance"
- term life insurance
- "term life insurance"
- insurance companies
- "insurance companies"
- insurance agents
- "insurance agents"
-3-
[****] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED-EDITED COPY
- Yahoo [****] promoting the Yahoo Insurance Information Center in
Yahoo! Calendar (http://calendar.yahoo.com).
- Yahoo will promote the Yahoo Insurance Information Center through a
minimum of [****] banner page views during the Renewal Term. These
banners shall be rotated throughout the Yahoo Properties or other
areas mutually agreed upon by the parties, subject to availability.
- Yahoo will send [****] calendar quarter promoting the Yahoo
Insurance Information Center to Yahoo! Mail users who have opted in to
the Yahoo! Delivers program."
- [****]
4. The following provision shall be added to Section 3.3:
"(d) Each party warrants that for a period of one year from January 1,
2000 all date-related output or results produced by the service that
are under that party's control will be in Year 2000 Compliance. For
purposes of this section, "Year 2000 Compliance" means that each
party's systems will process data containing four-digit years after
December 31, 1999 in substantially the same manner and with
substantially the same functionality as before January 1, 2000.
Neither party shall be liable for a breach of this warranty caused in
whole or in part by (i) any functionality not created by that party or
used in combination with any other product not created by that party,
(ii) errors not attributable to date-specific data, (iii) any
modifications of a party's systems or services made by a party other
than that party, (iv) any data provided to it which does not specify
the century or is incorrect or ambiguous, and (v) any functionality
requested by the other party. The sole and exclusive remedies for
breach of the foregoing warranty by a party shall be (i) that party's
use of commercially reasonable efforts to promptly correct or replace
the functionality so that it complies with the terms of the warranty
contained in this section, or (ii) termination of this Agreement by
the non-breaching party upon thirty (30) days prior written notice."
5. Except as expressly amended as set forth herein, the Agreement shall
remain in full force and effect in accordance with its terms.
6. All capitalized terms not defined herein shall have the definition as
set forth in the Agreement.
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7. This Amendment has been executed by the duly authorized
representatives of the parties, effective as of the date first set forth above.
YAHOO! INC.
By: /s/ Ellen Siminoff By: /s/ Mark Guthrie
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Name: Ellen Siminoff Name: Mark Guthrie
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Title: Title: EVP Operations
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YAHOO!, INC. - INSWEB CORPORATION
LICENSE AGREEMENT
This License Agreement (the "Agreement") is entered into as of February 12,
1998 (the "Effective Date") between Yahoo!, Inc., a California corporation with
offices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051 ("YAHOO")
and InsWeb Corporation, a Delaware corporation with offices at 1875 South Grant
Street, Suite 800, San Mateo, CA 94402 ("INSWEB").
WHEREAS, Yahoo is a global Internet media company that offers a network of
branded programming that serves millions of users of the Internet daily;
WHEREAS, InsWeb provides a variety of services to users of the Internet
relating to insurance, including the ability to obtain quotes from a variety of
insurance companies online; and
WHEREAS, the parties wish to enter into this Agreement where, subject to
the terms contained herein, Yahoo will enable InsWeb to provide its services to
users of the Internet through Yahoo's branded programming.
In consideration of the mutual promises contained herein, the parties agree
as follows:
SECTION 1: DEFINITIONS.
Unless otherwise specified, capitalized terms used in this Agreement shall
have the meanings attributed to them in EXHIBIT A hereto.
SECTION 2: LICENSES.
2.1 LICENSE TO YAHOO. Subject to the terms and conditions of this Agreement,
InsWeb hereby grants to Yahoo, under InsWeb's Intellectual Property Rights:
(a) A non-exclusive, worldwide license to access and use the InsWeb
Interactive Tool and to use, distribute, modify, display and transmit the
Co-Branded Application in connection with Yahoo's Insurance Information Center
and other Yahoo Properties and to permit Users to download, print and save the
Co-Branded Application. Yahoo's license to modify shall be limited to modifying
the InsWeb Content contained in the Co-Branded Application to fit the format and
look and feel of the Yahoo Property.
(b) A non-exclusive, worldwide license to use, distribute, modify,
display and transmit the InsWeb Static Information in connection with Yahoo's
Insurance Information Center and other Yahoo Properties and to permit Users to
download, print and save the InsWeb Static Information. Yahoo's license to
modify shall be limited to modifying the InsWeb Static Information to fit the
format and look and feel of the Yahoo Property.
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(c) A non-exclusive, worldwide, fully paid license to use, reproduce
and display the InsWeb Brand Features: (i) in connection with the presentation
of the InsWeb Content on the Co-Branded Application and other Co-Branded pages
on the Yahoo Properties; and (ii) in connection with the marketing and promotion
of the Yahoo Properties; provided that InsWeb approves all marketing and
promotional materials bearing the InsWeb Brand Features. InsWeb Brand Features
are and will remain the sole property of InsWeb. Subject to the foregoing,
InsWeb reserves all rights to control the use, reproduction and display of the
InsWeb Brand Features. Yahoo shall not modify InsWeb Brand Features in any
manner without the prior written authorization of InsWeb. Yahoo shall cause the
appropriate designation "-SM-", "-TM-" or "-Registered Trademark-" to be placed
adjacent to the InsWeb Brand Features in accordance with InsWeb's trademark
guidelines provided to Yahoo.
(d) Yahoo shall be entitled to sublicense the rights set forth in
this Section 2.1 (i) to its Affiliates only for inclusion in Yahoo Properties,
and (ii) in connection with any mirror site, derivative site, or distribution
arrangement concerning a Yahoo Property; provided that the Yahoo Property in
each case is substantially similar to the Yahoo Insurance Information Center.
With respect to other Yahoo Properties, Yahoo shall have the right to sublicense
the rights set forth herein with the consent of InsWeb; such consent not to be
unreasonably withheld.
2.2 LICENSE TO INSWEB. Subject to the terms and conditions of this
Agreement, Yahoo hereby grants to InsWeb, under Yahoo's Intellectual Property
Rights a non-exclusive, worldwide, fully paid license to use, reproduce and
display the Yahoo Brand Features solely (i) in connection with the co-branded
banner that appears on the Co-Branded Interactive Tool, Co-Branded Application
Response, the Interim Co-Branded Application Response, and the Co-Branded Static
Information and (ii) in connection with the marketing and promotion of the Yahoo
Insurance Center; provided that Yahoo approves all such marketing and
promotional materials bearing the Yahoo Brand Features. Yahoo Brand Features
are and will remain the sole property of Yahoo. Subject to the foregoing, Yahoo
reserves all rights to control the use, reproduction and display of the Yahoo
Brand Features. InsWeb shall not modify Yahoo Brand Features in any manner
without the prior written authorization of Yahoo. InsWeb shall cause the
appropriate designation "-SM-", "-TM-" or "-Registered Trademark-" to be placed
adjacent to the Yahoo Brand Features in accordance with Yahoo's trademark
guidelines provided to InsWeb.
2.3 EXCLUSIVITY.
(a) InsWeb shall be the exclusive merchant included by Yahoo in
the Yahoo Insurance Information Center that provides on-line Insurance
quotation services and Insurance transaction services with those features
provided by InsWeb. Notwithstanding the foregoing, InsWeb acknowledges that
Yahoo's Insurance Information Center will include (i) a directory of and
links to other insurance providers and (ii) other merchants with content
relating to insurance. Yahoo agrees not to provide a direct link from the
Yahoo Insurance Information Center to a page where such merchants provide
Insurance quotation or transaction services with the features provided by
Insweb; but Yahoo shall not be restricted from directly linking to the home
page of merchants that offer or provide Insurance quotation or transaction
services on other pages of their
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web sites. In addition, Yahoo shall not be restricted from placing banner
advertisements from any source on Yahoo's Insurance Information Center or any
other Yahoo Property.
(b) InsWeb shall not license or distribute its content for
redistribution on Excite, Infoseek, Lycos, Webcrawler, Snap or C/Net or any
successors thereto for a period of three months from the Launch Date in a
manner where the foregoing sites host any part of InsWeb's Insurance
quotation or transaction services. Notwithstanding the foregoing, InsWeb
shall not be restricted from placing banner advertisements in the normal
course of business on any of the foregoing sites.
SECTION 3: RESPONSIBILITIES OF THE PARTIES.
3.1 YAHOO'S RESPONSIBILITIES.
(a) Yahoo shall be solely responsible for the design, layout, posting
and maintenance of Yahoo's Insurance Information Center and the Co-Branded
Application. Yahoo is under no obligation, express or implied, to post or
otherwise include links to any InsWeb Content in any Yahoo Property, including
without limitation, on Yahoo's Insurance Information Center.
(b) All Co-Branded Pages will include a co-branded banner with the
Yahoo Brand Features and the InsWeb Brand Features in a manner similar to the
examples set forth in EXHIBITS D. The parties shall mutually agree upon the
data elements included in such Co-Branded Pages; provided that such Co-Branded
Pages shall in all events reflect the Yahoo design and look and feel. The
Co-Branded Application shall include a text link that shall direct users to the
Co-Branded Application Response.
(c) Yahoo shall include text links to Yahoo's Insurance Information
Center within the Yahoo Properties as described on EXHIBIT C. Yahoo shall also
place text links to the Co-Branded Pages within the automotive and real estate
listings of Yahoo Classified. Yahoo shall determine the appearance and
placement of such links in its sole discretion.
(d) In the event that Yahoo, in its discretion, elects to present a
Co-Branded Application and InsWeb does not have shopping functionality available
for the particular feature, Yahoo shall link the Co-Branded Application to the
Interim Co-Branded Application Response.
(e) Yahoo shall use reasonable commercial efforts to maintain the
scale, speed and performance requirements that it currently maintains on the
Yahoo Main Site.
(f) Yahoo shall use reasonable commercial efforts to launch the Yahoo
Insurance Information Center by no later than sixty (60) days following April 1,
1998.
3.2 INSWEB RESPONSIBILITIES.
(a) InsWeb shall be solely responsible for the hosting and
maintenance of the Co-Branded Interactive Tool, the Co-Branded Application
Response, the Interim Co-Branded
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Application Response and the Co-Branded Static Information. The parties
shall mutually agree upon the data elements included in such Co-Branded Pages
but such Co-Branded Pages shall in any event reflect the Yahoo design and
look and feel.
(b) All pages that result from the Co-Branded Application Response
and all pages that contain the InsWeb Application and all online insurance
application forms shall be branded and hosted solely by InsWeb.
(c) InsWeb shall ensure that the InsWeb Site and all Co-Branded pages
hosted by InsWeb comply with the following requirements: (i) upon Yahoo's
request, all pages must be modified to have a size of less than 32k including
graphics, (ii) all pages must be able to handle up to twenty (20) page requests
per second, and (iii) all requests on such pages must be fulfilled by InsWeb
within no more than five seconds.
(d) InsWeb shall provide on-going assistance to Yahoo with regard to
technical, administrative and service-oriented issues relating to the
utilization, transmission and maintenance of the Co-Branded Pages and all
related InsWeb Content, as Yahoo may reasonably request.
(e) InsWeb shall deliver all applicable InsWeb Content associated
with the Co-Branded Pages by no later than March 31, 1998. All InsWeb Content
and all updates thereto shall be provided to Yahoo in accordance with the
delivery specifications set forth in EXHIBIT C.
3.3 MUTUAL RESPONSIBILITIES.
(a) Yahoo and InsWeb agree to use commercially reasonable efforts to
send an "intelligent query" to InsWeb from Yahoo as a convenience for the User.
This intelligent query allows information provided by the User to be
pre-populated when the User links to the InsWeb Site.
(b) Each party shall comply with the trademark guidelines provided by
the other party with respect to the use of such party's Brand Features and
neither party will alter or impair any acknowledgment of copyright or other
Intellectual Property Rights of the other.
(c) InsWeb will remain solely responsible for the operation of the
InsWeb Site, and Yahoo will remain solely responsible for the operation of the
Yahoo Properties. Each party, subject to the terms of this Agreement, retains
sole right and control over the programming, content and conduct of transactions
over its respective site.
SECTION 4: COMPENSATION.
4.1 SLOTTING FEE. In consideration of Yahoo's performance and obligations
as set forth herein, InsWeb will pay Yahoo a total slotting fee equal to two
million dollars ($2,000,000). Such fee shall be paid to Yahoo quarterly on
the dates set forth below with the first payment designated as a set up fee
for the design, consultation, development, implementation and placement of
the Co-Branded Pages within the Yahoo Insurance Information Center.
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<TABLE>
<CAPTION>
PAYMENT DATE
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<S> <C>
$300,000 upon signing the Agreement
425,000 March 31, 1998
425,000 June 30, 1998
425,000 September 30, 1998
425,000 December 31, 1998
</TABLE>
4.2 REFERRAL FEE. In addition to the slotting fee, InsWeb shall pay to
Yahoo a referral fee equal to $0.10 per Click-through less total Error Pages.
Payments of the referral fee are due and payable within fifteen (15) days of
Yahoo's quarterly invoice to InsWeb.
4.3 ADVERTISING REVENUE. Yahoo shall have the sole right to sell,
license or otherwise dispose of all advertising and promotional rights with
respect to the Co-Branded Static Information, Co-Branded Interactive Tool,
and all page views to Yahoo's Insurance Information Center. No advertisements
shall be served on the Co-Branded Application, the Co-Branded Application
Response and the Interim Co-Branded Application Response. Except for the
foregoing, InsWeb shall have the sole right to sell, license or otherwise
dispose of all advertising and promotional rights with respect to the InsWeb
Site and all other pageviews to InsWeb's servers.
4.4 PAYMENT INFORMATION. All payments herein are non-refundable and
noncreditable; provided that InsWeb shall be entitled to a refund of the
initial $300,000 paid to Yahoo in the event that Yahoo fails to launch the
Yahoo Insurance Information Center as set forth in Section 3.1(f) and such
failure is not as a result of a breach by InsWeb or otherwise due to a "Force
Majeure" condition. All payments shall be made by InsWeb via wire transfer
into Yahoo's main account pursuant to the wire transfer instructions set
forth on EXHIBIT E. Any portion of the above payments which has not been paid
on the dates set forth above shall bear interest at the lesser of (i) one
percent (1%) per month or (ii) the maximum amount allowed by law.
Notwithstanding the foregoing, any failure by InsWeb to make the payments
specified in Sections 4.1 and 4.2 on the dates set forth therein shall
constitute a material breach of this Agreement.
4.5 AUDIT RIGHTS. InsWeb and Yahoo each shall maintain complete and
accurate records in accordance with generally accepted methods of accounting for
all transactions which are the subject of this Agreement for two (2) years after
the last payment is due under this Agreement. Either party may retain an
independent accounting firm which shall have access to such records, upon
reasonable notice, for the purposes of audit during normal business hours, for
so long as such records are required to be maintained. If such accounting firm
determines that any additional payment is due or that overpayment has been made,
the party owing such amount will promptly make payment of such amount to the
other (or refund the overpayment as the case may be).
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SECTION 5: REPRESENTATIONS AND WARRANTIES.
5.1 Each of Yahoo and InsWeb represents and warrants that the negotiation and
entry of this Agreement will not violate, conflict with, interfere with, result
in a breach of, or constitute a default under any other agreement to which they
are a party.
5.2 InsWeb represents and warrants that it is in compliance with or will
comply with and that all InsWeb Content, the InsWeb Application, InsWeb
Interactive Tool, and including, without limitation, all result pages and online
insurance application forms comply with or will comply with any and all
applicable laws, rules and regulations of any jurisdiction, including, without
limitation, all federal, state, and local licensing or other rules and
regulations relating to the sale or solicitation of insurance or otherwise
engaging in the insurance business, all federal, state and local privacy laws,
rules and regulations and any other applicable laws of any jurisdiction in
effect that may come into existence during the term hereof.
5.3 InsWeb represents and warrants that it has acquired or will acquire
and will comply with any and all licenses and approvals required under
applicable rules and regulations of any governmental entity or agency, has paid
or will pay any necessary fees, costs or expenses associated therewith, and that
it has made or will make all disclosures required by such rules and regulations.
5.4 InsWeb represents and warrants that, to the best of its knowledge,
Yahoo shall not be required, as a result of this Agreement or any activities
contemplated under this Agreement as related to information, material, services
and results provided by the InsWeb Content, the InsWeb Interactive Tool or the
InsWeb Application, to obtain any licenses or approvals of any kind relating to
the insurance business and is not in any way subject to any federal, state or
local licensing or other rules and regulations of any jurisdiction applicable to
insurance agents, brokers or otherwise relating to the sale or solicitation of
insurance or otherwise engaging in the insurance business.
5.5 EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND
EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS
AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE.
SECTION 6: INDEMNIFICATION.
InsWeb, at its own expense, will indemnify, defend and hold harmless Yahoo,
its Affiliates and their employees, representatives, agents and affiliates,
against any claim, suit, action, or other proceeding brought against Yahoo or an
Affiliate based on or arising from a claim (a) that, if true, would constitute a
breach of the representations and warranties set forth in Section 5 above
(b) that, as a result of the InsWeb Content or the services and results provided
by the InsWeb Interactive Tool or the InsWeb Application, Yahoo is subject to
any fees, royalties,
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licenses, or any other payments to any parties relating to the insurance
business or other rules and regulations of any jurisdiction applicable to
insurance agents, brokers or otherwise relating to the sale or solicitation of
insurance or otherwise engaging in the insurance business and (c) that the
InsWeb Brand Features, any InsWeb Content, InsWeb Application, the InsWeb
Interactive Tool or any material, product, information, data or service
produced, distributed, offered or provided by InsWeb or any material presented
on any site on the Internet produced, maintained, or published by InsWeb or any
site that is linked from the InsWeb Site, infringes in any manner any copyright,
patent, trademark, trade secret or any other intellectual property right of any
third party, is or contains any material or information that is obscene,
defamatory, libelous, slanderous, or that violates any law or regulation, is
negligently performed, or that otherwise violates or breaches any duty toward,
or rights of any person or entity, including, without limitation, rights of
publicity, privacy or personality, or has otherwise resulted in any consumer
fraud, product liability, tort, breach of contract, injury, damage or harm of
any kind to any person or entity; PROVIDED, HOWEVER, that in any such case:
(x) Yahoo provides InsWeb with prompt notice of any such claim; (y) Yahoo
permits InsWeb to assume and control the defense of such action, with counsel
chosen by InsWeb (who shall be reasonably acceptable to Yahoo); and (z) InsWeb
does not enter into any settlement or compromise of any such claim without
Yahoo's prior written consent, which consent shall not be unreasonably withheld.
InsWeb will pay any and all costs, damages, and expenses, including, but not
limited to, reasonable attorneys' fees and costs awarded against or otherwise
incurred by Yahoo or an Affiliate in connection with or arising from any such
claim, suit, action or proceeding. It is understood and agreed that Yahoo does
not intend and will not be required to edit or review for accuracy or
appropriateness any InsWeb Content
Yahoo, at its own expense, will indemnify, defend and hold harmless InsWeb,
its employees, representatives, agents and affiliates, against any claim, suit,
action, or other proceeding brought against InsWeb based on or arising from a
claim that the Yahoo Brand Features infringe in any manner any copyright,
patent, trademark, trade secret or any other intellectual property right of any
third party, is or contains any material that is obscene, defamatory, libelous
or slanderous; PROVIDED, HOWEVER, that in any such case: (x) InsWeb provides
Yahoo with prompt notice of any such claim; (y) InsWeb permits Yahoo to assume
and control the defense of such action upon Yahoo's written notice to InsWeb of
its intention to indemnify; and (z) upon Yahoo's written request, InsWeb will
provide Yahoo all available information and assistance necessary for Yahoo to
defend such claim. Yahoo will not enter into any settlement or compromise of
any such claim without InsWeb's prior written consent, which consent shall not
be unreasonably withheld. Yahoo will pay any and all costs, damages, and
expenses, including, but not limited to, reasonable attorneys' fees and costs,
awarded against or otherwise incurred by InsWeb in connection with or arising
from any such claim, suit, action or proceeding.
SECTION 7: LIMITATION OF LIABILITY.
EXCEPT AS PROVIDED IN SECTION 6, UNDER NO CIRCUMSTANCES SHALL INSWEB,
YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
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ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOST BUSINESS.
SECTION 8: TERM AND TERMINATION.
8.1 TERM. This Agreement will become effective as of the Effective Date and
shall, unless sooner terminated as provided below or as otherwise agreed,
remain effective for a term of twelve (12) months following the Launch Date.
8.2 TERMINATION FOR CAUSE. Notwithstanding the foregoing, this Agreement
may be terminated by either party immediately upon notice if the other party:
(w) becomes insolvent; (x) files a petition in bankruptcy; (y) makes an
assignment for the benefit of its creditors; or (z) breaches any of its
obligations under this Agreement in any material respect, which breach is not
remedied within thirty (30) days following written notice to such party.
8.3 EFFECT OF TERMINATION. Any termination pursuant to this Section 8
shall be without any liability or obligation of the terminating party, other
than with respect to any breach of this Agreement prior to termination. The
provisions of Sections 4-12 shall survive any termination or expiration of this
Agreement; except that Sections 4.1 and 4.2 shall not survive if this Agreement
is terminated due to a breach by Yahoo.
SECTION 9: OWNERSHIP.
9.1 BY INSWEB. Yahoo acknowledges and agrees that: (i) as between InsWeb on
the one hand, and Yahoo and its Affiliates on the other, InsWeb owns all right,
title and interest in the InsWeb Content, the InsWeb Application, the InsWeb
Interactive Tool and the InsWeb Brand Features; (ii) nothing in this Agreement
shall confer in Yahoo or an Affiliate any right of ownership in the InsWeb
Content, the InsWeb Application, the InsWeb Interactive Tool or the InsWeb Brand
Features; and (iii) neither Yahoo or its Affiliates shall now or in the future
contest the validity of the InsWeb Brand Features.
9.2 BY YAHOO. InsWeb acknowledges and agrees that: (i) as between InsWeb
on the one hand, and Yahoo and its Affiliates on the other, Yahoo or the
Affiliates own all right, title and interest in Yahoo's Insurance Information
Center and any other Yahoo Property and the Yahoo Brand Features; (ii) nothing
in this Agreement shall confer in InsWeb any license or right of ownership in
the Yahoo Brand Features; and (iii) InsWeb shall not now or in the future
contest the validity of the Yahoo Brand Features.
9.3 DATA OWNERSHIP. The parties shall jointly own information provided by
users on the Co-Branded Pages and each party shall have equal access to such
information to the extent allowed by law. Each party agrees to use such
information only as allowed by law and as authorized by the user and shall not
disclose, sell, license or otherwise transfer any such user information to any
third party or use the user information for the transmission of "junk mail,"
"spam," or any other unsolicited mass distribution of information. Nothing
herein shall preclude
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either party from using such information internally for the purpose of targeting
banner advertisements to the User over the Internet.
SECTION 10: PUBLIC ANNOUNCEMENTS, CONFIDENTIALITY.
10.1 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.
10.2 CONFIDENTIALITY. Yahoo and InsWeb have previously entered into a
Mutual Nondisclosure Agreement, dated January 9, 1998, and expressly acknowledge
that such Mutual Nondisclosure Agreement remains in full force and effect in
accordance with its terms.
SECTION 11: INSURANCE.
InsWeb agrees that it will maintain insurance coverage for commercial
general liability and errors and omissions of at least two million dollars per
occurrence with a carrier rated as A- or better by A.M. Best Company.
SECTION 12: NOTICE, MISCELLANEOUS PROVISIONS.
12.1 NOTICES. All notices, requests and other communications called for by this
agreement shall be deemed to have been given immediately if made by telecopy or
electronic mail (confirmed by concurrent written notice sent first class U.S.
mail, postage prepaid), if to Yahoo at 3400 Central Expressway, Suite 201, Santa
Clara, CA 95051, Fax: (408) 731-3301, Attention: Vice President (e-mail:
[email protected]), with a copy to its General Counsel (e-mail:
[email protected]), and if to InsWeb at 1875 South Grant Street, Suite 800, San
Mateo, CA 94402, Attention: SVP Strategic Partnership (e-mail:
[email protected]) and a copy to its General Counsel (e-mail:
[email protected]), or to such other addresses as either party shall specify to
the other. Notice by any other means shall be deemed made when actually
received by the party to which notice is provided.
12.2 MISCELLANEOUS PROVISIONS. This Agreement will bind and inure to the
benefit of each party's permitted successors and assigns. Neither party may
assign this Agreement, in whole or in part, without the other party's written
consent; PROVIDED, HOWEVER, that: (i) either party may assign this Agreement
without such consent in connection with any merger, consolidation, any sale of
all or substantially all of such party's assets or any other transaction in
which more than fifty percent (50%) of such party's voting securities are
transferred. Any attempt to assign this Agreement other than in accordance with
this provision shall be null and void. This Agreement will be governed by and
construed in accordance with the laws of the State of California, without
reference to conflicts of laws rules, and without regard to its location of
execution or performance. If any provision of this Agreement is found invalid
or unenforceable, that provision will be enforced to the maximum extent
permissible, and the other provisions of this Agreement will remain in force.
The prevailing party in any action to enforce this Agreement shall be entitled
to reimbursement of its expenses, including reasonable
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attorneys' fees. Neither this Agreement, nor any terms and conditions contained
herein may be construed as creating or constituting a partnership, joint venture
or agency relationship between the parties. No failure of either party to
exercise or enforce any of its rights under this Agreement will act as a waiver
of such rights. This Agreement and its exhibits are the complete and exclusive
agreement between the parties with respect to the subject matter hereof,
superseding and replacing any and all prior agreements, communications, and
understandings, both written and oral, regarding such subject matter. This
Agreement may only be modified, or any rights under it waived, by a written
document executed by both parties. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute a single.
instrument. Execution and delivery of this Agreement may be evidenced by
facsimile transmission.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above.
YAHOO! INC. INSWEB CORPORATION
By: /s/ Ellen Siminoff By: /s/ Mark Guthrie
------------------------------- -------------------------------
Title: Vice President, Business Title: Sr. Vice President -
Development Strategic Partnerships
---------------------------- ----------------------------
Address: 3420 Central Expressway Address: 1875 S. Grant Street
------------------------- ------------------------
Santa Clara, DA 95051 San Mateo, CA 95051
------------------------- ------------------------
Telecopy: 408-731-3492 Telecopy: 650-372-2197
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E-mail: [email protected] E-mail: [email protected]
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EXHIBIT A
DEFINITIONS
"AFFILIATES" shall mean any company or any other entity world-wide,
including, without limitation, corporations, partnerships, joint ventures, and
Limited Liability Companies, in which Yahoo owns at least a twenty percent
ownership, equity, or financial interest.
"CLICK-THROUGH" shall mean a user presence at a Co-Branded Application
Response that originated from a Co-Branded Application.
"CO-BRANDED" shall mean those pages that display both the Yahoo Brand
Features and the InsWeb Brand Features.
"CO-BRANDED APPLICATION" shall mean those Co-Branded pages hosted by Yahoo
that contain certain InsWeb Content that allows Users to submit a request for an
Insurance quote estimate. The Insurance quote estimate shall be directly
presented to the User via either a Co-Branded Application Response or an Interim
Co-Branded Application Response. A sample of such Co-Branded Application is
attached hereto on Exhibit D.
"CO-BRANDED APPLICATION RESPONSE" shall mean those Co-Branded pages hosted
by InsWeb that present the User with an Insurance quote estimate. The
Co-Branded Application Response shall be directly served to the User in response
to User input on the Co-Branded Application and shall include a link to the
InsWeb Application on the InsWeb Site. A sample of such Co-Branded Application
Response is attached hereto on Exhibit D.
"CO-BRANDED INTERACTIVE TOOL" shall mean those Co-Branded pages hosted by
InsWeb with a Yahoo URL that are linked directly from the Yahoo Insurance
Information Center and that contain certain InsWeb Content that allows Users,
via the InsWeb Interactive Tool, to obtain educational information about
Insurance needs through User input and electronic response. A sample of such
Co-Branded Interactive Tool is attached hereto on Exhibit D.
"CO-BRANDED STATIC INFORMATION" shall mean those Co-Branded pages hosted by
InsWeb with a Yahoo URL that are linked directly from the Yahoo Insurance
Information Center and contain InsWeb Static Information. A sample of such
Co-Branded Static Information is attached hereto on Exhibit D.
"ERROR PAGE" shall mean a page presented by InsWeb to a User resulting from
an incomplete Co-Branded Application.
"INSURANCE" shall mean insurance products and services and shall include,
without limitation, the areas of auto, home, life, renters and health insurance.
"INSWEB APPLICATION" shall mean InsWeb's proprietary on-line Insurance
quotation service.
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"INSWEB BRAND FEATURES" shall mean all trademarks, service marks, name,
trade names, logos and other distinctive brand features of InsWeb, including,
without limitation, the trademarks, trade names, names, service marks and logos
described in Exhibit B hereto.
"INSWEB CONTENT" shall mean all forms, data, material and information
provided by InsWeb that appears on the Co-Branded Pages.
"INSWEB INTERACTIVE TOOL" shall mean InsWeb's proprietary interactive tools
relating to Insurance that include, but are not limited to Auto Insurance
Analyzer, Auto Insurance Savings Quiz, Cell Phones and Driving Safety Risk
Estimator, Life Insurance Needs Calculator, Homeowners Insurance Quick Quote
Estimate, Disaster Planning Information and Preparation Kit, Homeowners
Insurance Savings Quiz, Home Protection Devices Needs Estimator, Renters
Insurance quick Quote Estimate, Rent or Buy Calculator, Individual Health
Insurance Quick Quote Estimates, Primer on Health Plans, Standard and Poor's
Company Ratings.
"INSWEB SITE" shall mean InsWeb's world wide web site currently located at
http://www.insweb.com.
"INSWEB STATIC INFORMATION" shall mean information provided by InsWeb in
the area of Insurance and shall include but not be limited to: FAQs on Auto
Insurance, Glossary of Auto Insurance Terms, Claim Filing Tips -- auto, FAQs
on Life Insurance, Glossary of Life Insurance Terms, Claim Filing Tips --
life, FAQs on Homeowners Insurance, Glossary of Homeowners Insurance Terms,
Claim Filing Tips - Homeowners, FAQs on Renters Insurance, Glossary of
Renters Insurance Terms, Claim Filing Tips Renters, FAQs on Health Insurance,
Glossary of Individual Health Insurance Terms, Claim Filing Tips -- Health
Insurance, Insurance FAQs and Insurance Glossary.
"INTELLECTUAL PROPERTY RIGHTS" shall mean and include all intangible
intellectual, proprietary and industrial property rights, and all tangible
embodiments thereof wherever located, including but not limited to the
following: (i) all trademarks, trade names, service marks, service names or
logos, including all registrations and applications therefor; (ii) all
copyrights, moral rights, and other rights in works or authorship, including all
registrations and applications therefor; (iii) all patents and patent
applications, patentable ideas, inventions and innovations; (iv) all know-how
and trade secrets; (v) all design and code documentation, methodologies,
processes, design information, formulae, engineering specifications, technical
data, testing procedures, drawings and techniques and other proprietary
information and material of any kind; (vi) all software programs in source code,
object code and executable format, including testing software and software
tools; (vii) all documentation, records, databases (including current and
historical databases), designs, codes, algorithms, research records, test
information, market surveys, and marketing know-how; and (viii) any and all
translations of any of the foregoing.
"INTERIM CO-BRANDED APPLICATION RESPONSE" shall mean those Co-Branded pages
hosted by InsWeb that present Users with a quote estimate, but not containing
links to the InsWeb Application.
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"INTERNET" shall mean the collection of computer networks commonly known as
the Internet, and shall include, without limitation, the World Wide Web.
"LAUNCH DATE" shall mean the date on which Yahoo makes the Yahoo Insurance
Information Center available to Users.
"USER" shall mean a user of the Yahoo Properties.
"YAHOO BRAND FEATURES" shall mean all trademarks, service marks, trade
names, names, logos and other distinctive brand features of Yahoo that are used
in or relate to a Yahoo Property, including, without limitation, the trademarks,
service marks, trade names, names and logos described in Exhibit B.
"YAHOO MAIN SITE" shall mean Yahoo's principal U.S. based directory to the
World Wide Web currently located at http://www.yahoo.com.
"YAHOO'S INSURANCE INFORMATION CENTER" shall mean the Yahoo branded
property to be developed by Yahoo that, subject to the terms herein, includes
links to the Co-Branded Applications, Co-Branded Interactive Tool, Co-Branded
Static Information, and other information relating to insurance.
"YAHOO PROPERTIES" shall mean any Yahoo branded or co-branded media
properties, including, without limitation, Internet guides, developed in whole
or in part by Yahoo or its Affiliates and distributed or made available by Yahoo
or its Affiliates.
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EXHIBIT B
INSWEB BRAND FEATURES
InsWeb Corporation
InsWeb-Registered Trademark-
Simplifying Your Insurance Decisions-SM-
Where You and Your Insurance Really Click-SM-
InsWeb related logos
YAHOO BRAND FEATURES
Yahoo!
Yahoo related logos
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EXHIBIT C
A. INSWEB'S RESPONSIBILITIES:
InsWeb will deliver the InsWeb Content to Yahoo via e-mail.
B. YAHOO'S RESPONSIBILITIES:
Yahoo will distribute Yahoo's Insurance Information Center as follows:
- - A text link on the front page of Yahoo Finance currently located at
http://quote.yahoo.com/
- - A text link on the left-hand column of the Automotive, Rental and Real
Estate Classifieds portion of Yahoo! Classifieds (only if InsWeb offers
content for insurance for autos, rental property, and homes).
- - A text link on the front page of the Yahoo! Real Estate page currently
located at
http://realestate.classifieds.yahoo.com/resources/realestate.html (only if
InsWeb offers home insurance).
- - A text link on the front page of the Yahoo! Auto page currently located at
http://autos.yahoo.com/ (only if InsWeb offers auto insurance).
- - A text link in a mutually agreeable area in the health subcategory of
Yahoo! Main Site.
- - A text link on http://www.yahoo.com/business and
economy/companies/financial services/insurance.
- - A text link on http://www.yahoo.com/business and economy/finance and
investments/insurance.
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EXHIBIT D
SAMPLE PAGES
[The Sample Pages shall be mutually agreed upon by the parties and attached
hereto by no later than the Launch Date. The parties will work in good faith to
develop mutually acceptable Sample Pages but neither party shall have any rights
or obligations under this Agreement to the other party in the event that the
parties fail to agree on the Sample Pages.]
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EXHIBIT E
WIRE TRANSFER INSTRUCTIONS
Yahoo's Bank Information:
Institution Name: Imperial Bank
Institution Address: Inglewood, CA
ABA: 122 201 444
Beneficiary Name: Yahoo! Inc.
Beneficiary Account Number: 0017-063-286
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