<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1999
Registration No. 333-78095
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
AMENDMENT NO. 1
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 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. 1 is solely to file certain exhibits to
the Registration Statement as set forth below as 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.............. $ 15,985(1)
NASD filing fee.................................................. 6,250
Nasdaq National Market application fee........................... *
Blue sky qualification fees and expenses......................... *
Printing and engraving expenses.................................. *
Legal fees and expenses.......................................... *
Accounting fees and expenses..................................... *
Director and officer liability insurance......................... *
Transfer agent and registrar fees................................ *
Miscellaneous expenses........................................... *
---------
Total........................................................ $ *
---------
---------
</TABLE>
- --------------
* To be filed by amendment.
(1) Previously paid.
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 March 31, 1999, InsWeb issued options to
purchase an aggregate of 2,935,025 shares of common stock under its 1995 and
1997 stock options plans, of which 1,371,479 have been exercised.
II-1
<PAGE>
2. In January 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 $7,500,017.50.
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 February 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 $31,047,395.37.
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
$35,000,010.00.
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
*4.1 Specimen certificate representing the common stock
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- --------------------------------------------------------------------------
<C> <S>
**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 Indemnification 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
November 22, 1996
**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 February 26, 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
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- --------------------------------------------------------------------------
<C> <S>
**23.2 Consent of PricewaterhouseCoopers LLP, independent accountants
*23.3 Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5.1)
**24.1 Power of Attorney (included on signature page)
**27.1 Financial Data Schedule
</TABLE>
- --------------
* To be filed by amendment.
** Previously filed with Registrant's Registration Statement on Form S-1 (File
No. 333-78095) on May 7, 1999.
+ Confidential treatment has been requested as to a portion of this Exhibit.
(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
June 3, 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 June 3, 1999
Hussein A. Enan (PRINCIPAL EXECUTIVE
OFFICER)
/s/ DARRELL J. TICEHURST*
- ------------------------------ Vice Chairman of the Board June 3, 1999
Darrell J. Ticehurst
Executive Vice President
/s/ STEPHEN I. ROBERTSON* and Chief Financial
- ------------------------------ Officer (PRINCIPAL June 3, 1999
Stephen I. Robertson FINANCIAL AND ACCOUNTING
OFFICER)
/s/ KENNETH J. BENVENUTO*
- ------------------------------ Director June 3, 1999
Kenneth J. Benvenuto
/s/ BRUCE A. BUNNER*
- ------------------------------ Director June 3, 1999
Bruce A. Bunner
/s/ JAMES M. CORROON*
- ------------------------------ Director June 3, 1999
James M. Corroon
/s/ PHILIP L. ENGEL*
- ------------------------------ Director June 3, 1999
Philip L. Engel
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ RICHARD J. FREEMAN*
- ------------------------------ Director June 3, 1999
Richard J. Freeman
/s/ M. GORDON GADDY*
- ------------------------------ Director June 3, 1999
M. Gordon Gaddy
/s/ RICHARD D. HEADLEY*
- ------------------------------ Director June 3, 1999
Richard D. Headley
- ------------------------------ Director June , 1999
Yoshitaka Kitao
/s/ CLAUDE Y. MERCIER*
- ------------------------------ Director June 3, 1999
Claude Y. Mercier
/s/ DONALD K. MORFORD*
- ------------------------------ Director June 3, 1999
Donald K. Morford
/s/ ROBERT C. NEVINS*
- ------------------------------ Director June 3, 1999
Robert C. Nevins
/s/ ROBERT A. PUCCINELLI*
- ------------------------------ Director June 3, 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
*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 Indemnification 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
November 22, 1996
**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 February 26, 1999.
10.18+ License Agreement between Registrant and Yahoo! Inc. dated as of February
12, 1998, as amended.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- --------------------------------------------------------------------------
<C> <S>
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
**23.2 Consent of PricewaterhouseCoopers LLP, independent accountants
*23.3 Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5.1)
**24.1 Power of Attorney (included on signature page)
**27.1 Financial Data Schedule
</TABLE>
- --------------
* To be filed by amendment.
** Previously filed with Registrant's Registration Statement on Form S-1 (File
No. 333-78095) on May 7, 1999.
+ Confidential treatment has been requested as to a portion of this Exhibit.
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY
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 [****] months following the Launch Date (the
"Initial Term"). Thereafter, the Agreement shall automatically renew for an
additional period of approximately [****], 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 [****] (totaling $[****]):
"4.1 SLOTTING FEE. In consideration of Yahoo's performance and obligations as
set forth herein, InsWeb will pay Yahoo a total slotting fee equal to [****]
($[****]). 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 [****] ($[****]) of the sixth payment (of $[****])
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.
Payment Date
[****]
-1-
<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 [****]
- A text link on the left-hand column of the Automotive, Rental and
Real Estate Classifieds portions of Yahoo! Classifieds.
- Yahoo will maintain a [****] 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. [****]
- Auto Insurance
- Life & Health Insurance
- Home & Renter's Insurance
-2-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY
- The Yahoo Insurance Information Center will be promoted from the
following pages a minimum of [****] during the Renewal Term.
[****]
- 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:
- [****]
-3-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY
- [****]
- 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.
-4-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY
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
----------------------------- -----------------------------
Name: Ellen Siminoff Name: Mark Guthrie
--------------------------- ---------------------------
Title: Title: EVP Operations
--------------------------- --------------------------
-5-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY
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; [****]. 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 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; [****].
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. [****] Yahoo shall not be restricted from directly linking to the home
page of merchants that offer or provide Insurance quotation or
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transaction services on other pages of their 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) [****]
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) [****]
(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.
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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 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.
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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 [****]
($[****]). Such fee shall be paid to Yahoo [****] 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.
<TABLE>
<CAPTION>
Payment Date
<S> <C>
[****]
</TABLE>
4.2 REFERRAL FEE. In addition to the slotting fee, InsWeb shall pay to
Yahoo a referral fee equal to $[****] per Click-through [****]. Payments of the
referral fee are due and payable within fifteen (15) days of Yahoo's quarterly
invoice to InsWeb.
4.3 [****]
4.4 PAYMENT INFORMATION. All payments herein are non-refundable and
noncreditable; [****]. 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 [****]
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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.
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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, 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
[****]
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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 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 [****] 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.
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9.3 [****]
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: [****]), with a copy to its General Counsel (e-mail:
[****]), and if to InsWeb at 1875 South Grant Street, Suite 800, San Mateo, CA
94402, Attention: SVP Strategic Partnership (e-mail: [****]) and a copy to its
General Counsel (e-mail: [****]), 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
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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 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
------------------------ ----------------------
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:
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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: [****]
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Exhibit 10.19
CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY
March 10, 1999
MEMO TO: Kevin Keegan
President, Insurance Services
InsWeb Corporation
FROM: Bob Reiner
Manager, Agency Marketing
State Farm Insurance Companies
RE: Year 2000 Compliance
State Farm represents and warrants that it is taking reasonable measures to
assure that any potential problems due to the processing of dates will not
disrupt its normal business operations.
/s/ Bob Reiner
----------------------------------------
Bob Reiner
[****] Confidential Treatment Requested
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ADDENDUM ONE
TO THE SERVICE AGREEMENT
#4727662
The undersigned parties to the Services Agreement, effective October 22, 1997,
("The Agreement") hereby agree to the following modifications of the Agreement:
WHEREAS, The parties entered into the Agreement on October 22, 1997 whereby
InsWeb agreed to provide to State Farm certain services for the purpose of
promoting, marketing and facilitating the sale of term life insurance on the
Internet; and
WHEREAS, The parties entered into an agreement on September 15, 1997 whereby
InsWeb agreed to provide to State Farm certain services for the purpose of
promoting, marketing and facilitating the sale of auto insurance on the
Internet; and
WHEREAS, The parties now want to combine the two agreements into a single
agreement and the surviving agreement shall be that agreement entered into on
September 15, 1997;
Therefore, the parties agree as follows:
Effective September 15, 1998, the Agreement, # 4727662, shall be combined with
the Service Agreement, # 4718921, entered into by and between State Farm and
InsWeb on September 15, 1997 and Service Agreement, #4718921, shall be modified
on September 15, 1998 to add Exhibit C, Schedule of Term Life Lead Referral
Program Services and Fees/
AGREED:
STATE FARM MUTUAL AUTOMOBILE INSURANCE INSWEB
COMPANY
By: /s/ Ann Baughan By: /s/ Kevin Keegan
-------------------------------- -------------------------------------
Name: Ann Baughan Name: Kevin Keegan
------------------------------ -----------------------------------
Title: Vice Pres. - Marketing Title: President, Insurance Services
----------------------------- ----------------------------------
Date: 10/14/98 Date: 10/20/98
------------------------------ -----------------------------------
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SERVICES AGREEMENT
Agreement #4727662
This InsWeb Services Agreement (the "Agreement") between InsWeb, a California
corporation, whose address is 1875 S. Grant Street, Suite 800, San Mateo,
California 94402, and State Farm Mutual Automobile Insurance Company, an
Illinois corporation, acting on its behalf and that of its Subsidiaries and
Affiliates ("STATE FARM"), a company having its corporate headquarters at One
State Farm Plaza, Bloomington, Illinois, 61710, shall be effective according to
its terms as of the "Effective Date" (as defined on the signature page hereto).
Any capitalized terms not defined in the body of this Agreement are defined in
Exhibit "A" attached hereto.
WITNESSETH
WHEREAS, InsWeb has developed and operates an Internet WWW site for the purpose
of promoting, marketing and facilitating the sale of insurance and financial
services and products; and
WHEREAS, certain services and participation in InsWeb are requested by STATE
FARM; and
WHEREAS, InsWeb has agreed to provide such services and participation in
accordance with the terms and conditions of this Agreement.
NOW THEREFORE, the parties hereby agree as follows:
1 InsWeb agrees to provide those services to STATE FARM as set forth in
Exhibit A, attached hereto and incorporated herein (the "Services"). In
exchange for the Services, STATE FARM shall pay to InsWeb the fees as are
set forth on Exhibit A. The Set-up fee of $[****] (which is described in
Exhibit A, ) is payable within thirty (30) days of the effective date of
this agreement.
Bills for all other fees described in Exhibit A are due and payable by
STATE FARM within thirty (30) days of the receipt by STATE FARM of an
accurate invoice.
2. Each party shall keep confidential, and not use for any purpose except to
perform its respective obligations pursuant to this Agreement, any
proprietary, trade secret, business, trade secret, copyright, patent or
other such information of the other party, or of any of its vendors,
suppliers, independent contractor insurance agents or customers, which it
learns as the result of carrying out its obligations thereunder
("Confidential Information"); provided, however, that Confidential
Information does not include information that: (a) receiving party can
demonstrate was known by receiving party prior to the disclosure thereof
by disclosing party; (b) properly came into the possession of receiving
party from a third party which was not under any obligation to maintain
the confidentiality of such information; (c) has become part of the public
domain through no act or fault on the part of the receiving party in
breach of this Agreement; or (d) receiving party can demonstrate
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was independently developed by or for receiving party without the use of
Confidential Information. Each party expressly further agrees that it
shall return any such information and copies thereof to the other party
upon completion of its duties under this Agreement, or upon the other
party's request. The terms of this Section 2 shall survive the termination
of this Agreement. The foregoing prohibition on non-disclosure shall not
apply to the extent that disclosure of Confidential Information to proper
legal and regulatory authorities is required by law or regulation. In the
event the receiving party receives a request to disclose all or any part
of the Confidential Information under the terms of a valid subpoena or
order issued by a court of competent jurisdiction or by a governmental
body, the receiving party agrees to: (a) notify the disclosing party
promptly of such request; (b) provide the disclosing party with reasonable
assistance in obtaining an order or other reliable assurance that
confidential treatment will be accorded to such portion of the
Confidential Information that the disclosing party so designates. The
parties acknowledge that a breach of this Section would cause irreparable
harm to the disclosing party, which would not have an adequate remedy at
law, and agree that such party may seek equitable relief.
3. InsWeb represents and warrants that it has the ability and expertise to
perform its responsibilities hereunder and shall perform the Services in a
professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, INSWEB MAKES NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AS
TO THE SERVICES, MATERIALS, OR INFORMATION PROVIDED HEREUNDER, AND HEREBY
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR ANY PARTICULAR PURPOSE.
4. The parties expressly agree that the InsWeb shall be an independent
contractor for all purposes in the performance of this Agreement and that
none of its employees or agents shall be considered an employee of STATE
FARM for any purpose.
5. [****]
6. a. InsWeb expressly agrees, anything herein to the contrary
notwithstanding, that it shall indemnify, defend and hold
STATE FARM fully harmless against any loss, damages, claims
or expenses of any kind whatsoever, including costs and
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reasonable attorneys' fees, which STATE FARM shall incur to the
extent caused by or arising from the negligent acts of, or negligent
failure to act by InsWeb, its employees or agents in the performance
of this Agreement while on STATE FARM's premises.
b. STATE FARM expressly agrees, anything herein to the contrary
notwithstanding, that it shall indemnify, defend and hold InsWeb
fully harmless against any loss, damages, claims or expenses of any
kind whatsoever, including costs and reasonable attorneys' fees,
which InsWeb shall incur to the extent caused by or arising from the
negligent acts of, or negligent failure to act by STATE FARM or its
employees in the performance of this Agreement while on InsWeb
premises.
c. In the event of an indemnifiable event, either party shall give
prompt notice of any such claim to the other party, and the
indemnifying party shall have the right and obligation to control
and direct the investigation, defense and settlement of each such
claim. The indemnified party shall reasonably cooperate in
connection with the foregoing. The rights and obligations of the
parties pursuant to this Section 7 shall survive any termination or
expiration of this Agreement.
7. The Term of this Agreement shall be as set forth in Exhibit A and shall be
to run for an initial period of [****] from date of execution. If either
party neglects or fails to perform any of its material obligations under
this Agreement and such failure continues for a period in excess of thirty
(30) days after written notice thereof from the non-breaching party
(containing a reasonably detailed statement of the alleged failure to
perform), the nonbreaching party shall have the right to terminate this
Agreement immediately upon further written notice to the breaching party.
During any notice and cure period, both parties shall continue to be bound
by all the terms and conditions of this Agreement.
8. Anything in the Agreement to the contrary notwithstanding, neither party
may delegate or assign its rights or duties under the Agreement to any
other entity, including an entity which affiliates or merges with or
acquires such party, except when such delegation or assignment is approved
in advance by the other party in writing, which approval such approving
party may in its sole discretion grant or deny.
9. EXCEPT TO THE EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS
PURSUANT TO SECTIONS 6 AND 12, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, CIRCUMSTANTIAL, OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR
REVENUE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OF ANY KIND WHATSOEVER
IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF SUCH PARTY
HAS BEEN ADVISED OF THE
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POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. FURTHER, EXCEPT TO THE
EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS
6 AND 12, IN NO EVENT WHATSOEVER SHALL EITHER PARTY'S LIABILITY FOR DIRECT
DAMAGES TO THE OTHER PARTY FOR ANY OTHER REASON WHATSOEVER EXCEED IN THE
AGGREGATE THE SUM OF [****]. THE FOREGOING LIMITATION OF LIABILITY SHALL
NOT APPLY TO THE COMPENSATION PAYABLE UNDER THIS AGREEMENT.
10. It is expressly agreed that if either party, on any occasion, fails to
perform any term of this Agreement, and the other party does not enforce
that term, the failure to enforce on that occasion shall not constitute a
waiver of that term by the other party. A waiver of any provision of the
Agreement or any right or obligations of either party hereunder shall be
effective only to the extent provided to a writing signed and delivered by
the party waiving compliance.
11. Anything in the Agreement to the contrary notwithstanding, under no
circumstances whatsoever shall STATE FARM pay any taxes which it does not
customarily pay in transactions of the nature set forth in the Agreement.
Under no circumstances whatsoever shall STATE FARM be liable for any
penalties, fines or other such charges incurred due to the failure of
InsWeb to timely pay when due any taxes owed by it under the Agreement.
12. Anything in the Agreement to the contrary notwithstanding, each party at
its own expense shall defend, indemnify and hold the other fully harmless
against any action asserted against such party (and specifically including
costs and reasonable attorneys' fees associated with any such action) to
the extent that it is based on a claim that any materials, content or
services provided by the indemnifying party under this Agreement infringe
upon any patent, copyright, license or other property right or proprietary
right of any third party (as used in this Section 12, a "claim of
infringement"). Either party shall promptly notify the other in writing of
any such claim. If as a result of any claim of infringement, the
indemnified party is enjoined from using the materials, content or
services, or if the indemnifying party believes that such materials,
content or services are likely to become the subject of a claim of
infringement, the indemnifying party at its option and expense may procure
the right for the indemnified party to continue to use the materials,
content or services, or replace or modify the materials, content or
services so as to make such non-infringing. The rights and obligations of
the parties pursuant to this Section 12 shall survive any termination or
expiration of this Agreement so long as such replacement or modification
shall not materially degrade the performance rendered to the indemnified
party pursuant to this Agreement. a party shall not have any liability
under this Section to the extent the claim of infringement is caused by
the party seeking indemnification hereunder.
13. Neither party shall be liable for any delays in performance hereunder due
to unforeseen circumstances beyond its control including, but not limited
to, acts of nature, fire, flood,
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acts of governments, delays in transportation, and delays in delivery or
inability of suppliers to deliver. In such event, this Agreement shall
remain valid and the rights and obligations it sets forth shall be resumed
when such party shall again be able to perform its obligations, however,
in such event the parties hereby mutually agree on an outside limitation
date. not in excess of sixty days. If such party is unable to resume the
performance of its obligations within such period, then either party shall
have the option to terminate this Agreement by so notifying the other
party in writing.
14. This Agreement together with the Exhibit hereto shall be an Agreement
binding upon each of the parties hereto, their successors and, to the
extent permitted, their assigns. This Agreement shall be effective upon
written execution by both parties. This Agreement shall be governed by the
laws of the State of Illinois without regard to its conflict of laws
procedures. This Agreement cannot be amended or otherwise modified except
as agreed to in writing by each of the parties hereto. This Agreement and
the exhibit represent the sole Agreement between the parties and
supersedes and merges any prior Agreement, oral or written between the
parties with respect to the subject matter hereof, including but not
limited to any letters of intent and confidentiality agreements. Any
additional or different terms in the parties communications, whether
acknowledgments, invoices or otherwise, are hereby deemed to be material
alterations and notice of objection to them and rejection of them is
hereby given. The headings used in this Agreement are for convenience only
and shall not be considered in its interpretation.
15. [****]
16. Except as otherwise specified herein, all notices, demand or communications
required hereunder shall be in writing and delivered personally, or sent either
by the equivalent of U.S. certified mail, postage prepaid return receipt
requested or by overnight delivery air courier (e.g., Federal Express) to the
parties at their respective addresses set forth on the signature page hereto.
All notices, requests, demands, or communications shall be deemed effective
immediately upon the earlier of personal delivery, or four days following
deposit in the mails as set forth above, or one business day following deliver
tot he overnight delivery air courier in accordance with this Section. The
parties may change their respective addresses for notification of five days
advance written notice pursuant to the procedures set forth in this Section.
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17. Each party shall, at its own expense, comply with any applicable
governmental law, statute, ordinance, administrative order, rule, or
regulation relating to its business or its duties, obligations and
performance under this Agreement, shall procure and maintain in force all
governmental licenses and pay all fees and other charges required
thereby, including but not limited to STATE FARM's obligation to obtain
regulatory approval for the terms and conditions of its applications,
policies, endorsements, forms and advertising, and shall cooperate to the
extent reasonably necessary to enable the other party hereto to comply
with applicable law or regulations, or the reasonable requirements,
requests or investigations of proper regulatory authorities.
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IN WITNESS WHEREOF, InsWeb and STATE FARM have caused this Agreement to be
executed by their respective, duly authorized officers. This Agreement shall
become binding upon the execution and delivery of both parties, and be deemed
effective as of the below Effective Date.
Effective Date:
INSWEB STATE FARM MUTUAL AUTOMOBILE
INSURANCE COMPANY
One State Farm Plaza
Bloomington, IL 61710
INSWEB
1875 S. Grant Street
San Mateo, CA 94402
/s/ Darrell J. Ticehurst /s/ G. Mons Schrantz
- ----------------------------------- ----------------------------------------
Signature Signature
Darrell J. Ticehurst G. Mons Schrantz
- ----------------------------------- ----------------------------------------
Printed or Typed Name Printed or Typed Name
President Vice President - Marketing
- ----------------------------------- ----------------------------------------
Title Title
October 15, 1997 October 22, 1997
- ----------------------------------- ----------------------------------------
Date Date
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EXHIBIT A
[****]
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ADDENDUM THREE
TO THE SERVICE AGREEMENT
#4718921
The undersigned parties to the Services Agreement, effective September 15,
1997, ("The Agreement") hereby agree to the following modifications of the
Agreement:
Deleted Exhibits:
-----------------
Exhibit A-2, Schedule of Auto Lead Referral Program Services and Fees;
Exhibit B-1, Schedule of Homeowners Lead Referral Program Services and
Fees; and
Exhibit C, Schedule of Term Life Lead Referral Program Services and Fees.
The deleted schedules are replaced by Exhibit A-3, Schedule of Lead
Referral Program Services and Fees, which is attached hereto and incorporated
herein. Exhibit A-3 shall be effective for the period beginning [****] and
ending [****], unless extended by the Parties.
This Amendment shall be effective on the date the second of the two
parties to sign executes this Amendment below.
AGREED:
STATE FARM MUTUAL INSWEB CORPORATION
AUTOMOBILE INSURANCE COMPANY 901 Marshall Street
1 State Farm Plaza Redwood City, CA 94063
Bloomington, IL 61710
By: /s/ Charles R. Wright By: /s/ Kevin Keegan
-------------------------------- -------------------------------------
Name: Charles R. Wright Name: Kevin Keegan
------------------------------ -----------------------------------
Title: Ex. V.P. Mkting. Title: President, Insurance Services
----------------------------- ----------------------------------
Date: [****] Date: [****]
------------------------------ -----------------------------------
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EXHIBIT A-3
SCHEDULE OF LEAD REFERRAL PROGRAM
SERVICES AND FEES
SERVICES
InsWeb will present STATE FARM information within the InsWeb site, to be used in
conjunction with the promotion of an insurance quotation. When a consumer elects
to send their Request For Quote form to STATE FARM, InsWeb will capture consumer
data and forward to STATE FARM by e-mail for quoting. STATE FARM will develop a
rate quote and convey the quote to the consumer within [****].
Term
- ----
The Term of the Services Agreement between STATE FARM and InsWeb, #4718921,
shall be for the [****] period beginning [****] through [****]. The contract
will not be terminated by either party except for cause.
Product Participation
- ---------------------
InsWeb will provide STATE FARM with participatory access to its Personal Auto,
Homeowners/Renters, and Term Life Products.
Lead Delivery
- -------------
InsWeb will deliver each lead by e-mail to STATE FARM in a [****] format. InsWeb
will develop the capability for a consumer to select a STATE FARM agent for
quote request information review and proposal presentation.
Delivery Location
- -----------------
InsWeb will deliver each lead to the e-mail address corresponding to the
selected agent. [****]
HTML Design
- -----------
InsWeb will present STATE FARM's logo to the "Offline Quotes" page. The logo is
linked to a STATE FARM specific page, designed by InsWeb, providing STATE FARM
value proposition and agent selection process.
[****]
E-mail Lead Referral Evaluation
- -------------------------------
InsWeb will filter leads to STATE FARM by line of business and state.
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Instant Quoting
- ---------------
Should STATE FARM so choose, InsWeb will include STATE FARM in its instant
quoting capability.
[****]
Carrier Transaction Site
- ------------------------
The InsWeb Program, modified to show only STATE FARM branding [****], and to
remove references and features for multiple carriers, is included in the
services and licenses provided.
[****]
FEES
Fees charged to STATE FARM will [****].
Transaction Fees:
- -----------------
E-mail leads: All Products [****] per lead billed and payable monthly.
Maintenance Fees:
- -----------------
All Products combined [****] per month, billed and payable monthly.
Other Fees
- ----------
Instant Quoting [****]
[****]
Carrier Transaction Site Non-exclusive License to use CTS capabilities,
but not to source or object code, granted for
the term of the Agreement at [****].
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ADDENDUM TWO
TO THE SERVICE AGREEMENT
#4718921
The undersigned parties to the Services Agreement, effective September 15, 1997,
("The Agreement") hereby agree to the following modifications of the Agreement:
Exhibits
- --------
Effective September 15, 1998, Exhibit A-1 to the Agreement shall be deleted in
its entirety and shall be replaced by Exhibit A-2, Schedule of Auto Lead
Referral Program Services and Fees, Exhibit B to the Agreement shall be deleted
in its entirety and shall be replaced by Exhibit B-1, Schedule of Homeowners
Lead Referral Program Services and Fees, and Exhibit C, Schedule of Term Life
Lead Referral Program Services and Fees shall be added to the Agreement (the
"Exhibits") which are attached hereto and incorporated herein. The Exhibits
shall be effective for the period beginning [****] and ending [****], unless
extended by the Parties.
AGREED:
STATE FARM MUTUAL AUTOMOBILE INSWEB
INSURANCE COMPANY
By: /s/ Ann Baughan By: /s/ Kevin Keegan
-------------------------------- -------------------------------------
Name: Ann Baughan Name: Kevin Keegan
Title: Vice Pres. - Marketing Title: President, Insurance Services
Date: [****] Date: [****]
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EXHIBIT A-2
[****]
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SCHEDULE B-1
[****]
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SCHEDULE C
[****]
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ADDENDUM ONE
TO THE SERVICE AGREEMENT
AGREEMENT #4718921
The undersigned parties to the InsWeb Services Agreement, effective September
15, 1997, ("The Agreement") hereby agree to the following modifications of the
Agreement:
Exhibit A
- ---------
Effective March 15, 1998 Exhibit A to the Agreement shall be deleted in its
entirety and shall be replaced by Exhibit A-1, Schedule of Auto Lead Referral
Program Services and Fees and Exhibit B, Schedule of Homeowners Lead Referral
Program Services and Fees, (the "Exhibits") which are attached hereto and
incorporated herein. The Exhibits shall be effective for the period beginning
[****] and ending [****], unless extended by the Parties.
AGREED:
STATE FARM MUTUAL AUTOMOBILE INSWEB
INSURANCE COMPANY
By: /s/ Leon C. Maxwell By: /s/ Kevin Keegan
-------------------------------- -------------------------------------
Name: Leon C. Maxwell Name: Kevin Keegan
Title: Agency Operations VP Title: President, Property & Casualty
Date: [****] Date: [****]
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Exhibit A-1
[****]
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Exhibit B
[****]
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SERVICES AGREEMENT
Agreement #4718921
This InsWeb Services Agreement (the "Agreement") between InsWeb, a
California corporation, whose address is 1875 S. Grant Street, Suite 800, San
Mateo, California 94402, and State Farm Mutual Automobile Insurance Company, an
Illinois corporation, acting on its behalf and that of its Subsidiaries and
Affiliates ("STATE FARM"), a company having its corporate headquarters at One
State Farm Plaza, Bloomington, Illinois, 61710, shall be effective according to
its terms as of the "Effective Date" (as defined on the signature page hereto).
Any capitalized terms not defined in the body of this Agreement are defined in
Exhibit "A" attached hereto.
WITNESSETH
WHEREAS, InsWeb has developed and operates an Internet WWW site for the
purpose of promoting, marketing and facilitating the sale of insurance and
financial services and products; and
WHEREAS, certain services and participation in InsWeb are requested by
STATE FARM; and
WHEREAS, InsWeb has agreed to provide such services and participation in
accordance with the terms and conditions of this Agreement.
NOW THEREFORE, the parties hereby agree as follows:
1. InsWeb agrees to provide those services to STATE FARM as set forth in Exhibit
A, attached hereto and incorporated herein (the "Services"). In exchange for the
Services, STATE FARM shall pay to InsWeb the fees as are set forth on Exhibit A.
The Set-up fee of $[****] and the Flat fee of $[****] (which are both described
in Exhibit A, Paragraph 5) are payable within thirty (30) days of the effective
date of this agreement.
Bills for all other fees described in Exhibit A are due and payable by
STATE FARM within thirty (30) days of the receipt by STATE FARM of an accurate
invoice.
2. Each party shall keep confidential, and not use for any purpose except
to perform its respective obligations pursuant to this Agreement, any
proprietary, trade secret, business, trade secret, copyright, patent or other
such information of the other party, or of any of its vendors, suppliers,
independent contractor insurance agents or customers, which it learns as the
result of carrying out its obligations thereunder ("Confidential Information");
provided, however, that Confidential Information does not include information
that: (a) receiving party can demonstrate was known by receiving party prior to
the disclosure thereof by disclosing party; (b) properly came into the
possession of receiving party from a third party which was not under any
obligation to maintain the confidentiality of such information; (c) has become
part of the public domain through no act or fault on the part of the receiving
party in breach of this Agreement; or (d) receiving party can demonstrate was
independently developed by or for
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receiving party without the use of Confidential Information. Each party
expressly further agrees that it shall return any such information and copies
thereof to the other party upon completion of its duties under this Agreement,
or upon the other party's request. The terms of this Section 2 shall survive the
termination of this Agreement. The foregoing prohibition on non-disclosure shall
not apply to the extent that disclosure of Confidential Information to proper
legal and regulatory authorities is required by law or regulation. In the event
the receiving party receives a request to disclose all or any part of the
Confidential Information under the terms of a valid subpoena or order issued by
a court of competent jurisdiction or by a governmental body, the receiving party
agrees to: (a) notify the disclosing party promptly of such request; (b) provide
the disclosing party with reasonable assistance in obtaining an order or other
reliable assurance that confidential treatment will be accorded to such portion
of the Confidential Information that the disclosing party so designates. The
parties acknowledge that a breach of this Section would cause irreparable harm
to the disclosing party, which would not have an adequate remedy at law, and
agree that such party may seek equitable relief.
3. InsWeb represents and warrants that it has the ability and expertise to
perform its responsibilities hereunder and shall perform the Services in a
professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, INSWEB MAKES NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO THE
SERVICES, MATERIALS, OR INFORMATION PROVIDED HEREUNDER, AND HEREBY EXPRESSLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE.
4. The parties expressly agree that the InsWeb shall be an independent
contractor for all purposes in the performance of this Agreement and that none
of its employees or agents shall be considered an employee of STATE FARM for any
purpose.
5. [****]
(a) a. InsWeb expressly agrees, anything herein to the contrary
notwithstanding, that it shall indemnify, defend and hold STATE FARM fully
harmless against any loss, damages, claims or expenses of any kind whatsoever,
including costs and reasonable attorneys' fees, which STATE FARM shall incur to
the extent caused by or arising from the negligent acts of, or negligent failure
to act by InsWeb, its employees or agents in the performance of this Agreement
while on STATE FARM's premises.
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(b) STATE FARM expressly agrees, anything herein to the contrary
notwithstanding, that it shall indemnify, defend and hold InsWeb fully harmless
against any loss, damages, claims or expenses of any kind whatsoever, including
costs and reasonable attorney's fees, which InsWeb shall incur to the extent
caused by or arising from the negligent acts of, or negligent failure to act by
STATE FARM or its employees in the performance of this Agreement while on InsWeb
premises.
(c) In the event of an indemnifiable event, either party shall give
prompt notice of any such claim to the other party, and the indemnifying
party shall have the right and obligation to control and direct the
investigation, defense and settlement of each such claim. The indemnified
party shall reasonably cooperate in connection with the foregoing. The rights
and obligations of the parties pursuant to this Section 7 shall survive any
termination or expiration of this Agreement.
6. The Term of this Agreement shall be as set forth in Exhibit A and shall
be to run for an initial period of [****] from date of execution. If either
party neglects or fails to perform any of its material obligations under this
Agreement and such failure continues for a period in excess of thirty (30) days
after written notice thereof from the non-breaching party (containing a
reasonably detailed statement of the alleged failure to perform), the
nonbreaching party shall have the right to terminate this Agreement immediately
upon further ,written notice to the breaching party. During any notice and cure
period, both parties shall continue to be bound by all the terms and conditions
of this Agreement.
7. Anything in the Agreement to the contrary notwithstanding, neither
party may delegate or assign its rights or duties under the Agreement to any
other entity, including an entity which affiliates or merges with or acquires
such party, except when such delegation or assignment is approved in advance by
the other party in writing, which approval such approving party may in its sole
discretion grant or deny.
8. EXCEPT TO THE EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS
PURSUANT TO SECTIONS 6 AND 12, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT,
CIRCUMSTANTIAL, OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OF DATA,
OR INTERRUPTION OF BUSINESS OF ANY KIND WHATSOEVER IN ANY WAY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE,
EVEN IF ANY REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
OR COULD HAVE FORESEEN SUCH DAMAGES. FURTHER, EXCEPT TO THE EXTENT OF ITS
APPLICABLE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 6 AND 12, IN NO
EVENT WHATSOEVER SHALL EITHER PARTY'S LIABILITY FOR DIRECT DAMAGES TO THE OTHER
PARTY FOR ANY OTHER REASON WHATSOEVER EXCEED IN THE AGGREGATE THE SUM OF [****].
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THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE COMPENSATION
PAYABLE UNDER THIS AGREEMENT.
9. It is expressly agreed that if either party, on any occasion, fails to
perform any term of this Agreement, and the other party does not enforce that
term, the failure to enforce on that occasion shall not constitute a waiver of
that term by the other party. A waiver of any provision of the Agreement or any
right or obligations of either party hereunder shall be effective only to the
extent provided to a writing signed and delivered by the party waiving
compliance.
10. Anything in the Agreement to the contrary notwithstanding, under no
circumstances whatsoever shall STATE FARM pay any taxes which it does not
customarily pay in transactions of the nature set forth in the Agreement. Under
no circumstances whatsoever shall STATE FARM be liable for any penalties, fines
or other such charges incurred due to the failure of InsWeb to timely pay when
due any taxes owed by it under the Agreement.
11. Anything in the Agreement to the contrary notwithstanding, each party
at its own expense shall defend, indemnify and hold the other fully harmless
against any action asserted against such party (and specifically including costs
and reasonable attorney's fees associated with any such action) to the extent
that it is based on a claim that any materials, content or services provided by
the indemnifying party under this Agreement infringe upon any patent, copyright,
license or other property right or proprietary right of any third party (as used
in this Section 12, a "claim of infringement"). Either party shall promptly
notify the other in writing of any such claim. If as a result of any claim of
infringement, the indemnified party is enjoined from using the materials,
content or services, or if the indemnifying party believes that such materials,
content or services are likely to become the subject of a claim of infringement,
the indemnifying party at its option and expense may procure the right for the
indemnified party to continue to use the materials, content or services, or
replace or modify the materials, content or services so as to make such
non-infringing. The rights and obligations of the parties pursuant to this
Section 12 shall survive any termination or expiration of this Agreement so long
as such replacement or modification shall not materially degrade the performance
rendered to the indemnified party pursuant to this Agreement. A party shall not
have any liability under this Section to the extent the claim of infringement is
caused by the party seeking indemnification hereunder.
12. Neither party shall be liable for any delays in performance hereunder
due to unforeseen circumstances beyond its control including, but not limited
to, acts of nature, fire, flood, acts of governments, delays in transportation,
and delays in delivery or inability of suppliers to deliver. In such event, this
Agreement shall remain valid and the rights and obligations it sets forth shall
be resumed when such party shall again be able to perform its obligations,
however, in such event the parties hereby mutually agree on an outside
limitation date not in excess of sixty days. If such party is unable to resume
the performance of its obligations within such period, then either party shall
have the option to terminate this Agreement by so notifying the other party in
writing.
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13. This Agreement together with the Exhibit hereto shall be an Agreement
binding upon each of the parties hereto, their successors and, to the extent
permitted, their assigns. This Agreement shall be effective upon written
execution by both parties. This Agreement shall be governed by the laws of the
State of Illinois without regard to its conflict of laws procedures. This
Agreement cannot be amended or otherwise modified except as agreed to in writing
by each of the parties hereto. This Agreement and the exhibit represent the sole
Agreement between the parties and supersedes and merges any prior Agreement,
oral or written between the parties with respect to the subject matter hereof,
including but not limited to any letters of intent and confidentiality
agreements. Any additional or different terms in the parties communications,
whether acknowledgments, invoices or otherwise, are hereby deemed to be material
alterations and notice of objection to them and rejection of them is hereby
given. The headings used in this Agreement are for convenience only and shall
not be considered in its interpretation.
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15. Except as otherwise specified herein, all notices, demand or
communications required hereunder shall be in writing and delivered personally,
or sent either by the equivalent of U.S. certified mail, postage prepaid return
receipt requested or by overnight delivery air courier (e.g., Federal Express)
to the parties at their respective addresses set forth on the signature page
hereto. All notices, requests, demands, or communications shall be deemed
effective immediately upon the earlier of personal delivery, or four days
following deposit in the mails as set forth above, or one business day following
deliver to the overnight delivery air courier in accordance with this Section.
The parties may change their respective addresses for notification of five days
advance written notice pursuant to the procedures set forth in this Section.
16. Each party shall, at its own expense, comply with any applicable
governmental law, statute, ordinance, administrative order, rule, or regulation
relating to its business or its duties, obligations and performance under this
Agreement, shall procure and maintain in force all governmental licenses and pay
all fees and other charges required thereby, including but not limited to STATE
FARM's obligation to obtain regulatory approval for the terms and conditions of
its applications, policies, endorsements, forms and advertising, and shall
cooperate to the extent reasonably necessary to enable the other party hereto to
comply with applicable law or regulations, or the reasonable requirements,
requests or investigations of proper regulatory authorities.
IN WITNESS WHEREOF, InsWeb and STATE FARM have caused this Agreement to be
executed by their respective, duly authorized officers. This Agreement shall
become binding
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upon the execution and delivery of both parties, and be deemed effective as
of the below Effective Date.
Effective Date:
INSWEB STATE FARM MUTUAL AUTOMOBILE INSURANCE
1875 S. Grant Street COMPANY
San Mateo, CA 94402 One State Farm Plaza
Bloomington, IL 61710
/s/ Hussein A. Enan /s/ Ann Baughan
- ----------------------------------- ----------------------------------------
Signature Signature
Hussein A. Enan Ann Baughan
- ----------------------------------- ----------------------------------------
Printed or Typed Name Printed or Typed Name
Chairman & CEO Asst. Vice Pres. - Marketing
- --------------------------------------- -----------------------------
Title Title
August 15, 1997 August 23, 1997
- --------------------------------------- ----------------
Date Date
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EXHIBIT A
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