As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-79831
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------
AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
PIPELINE DATA INC.
(Name of small business issuer in its charter)
------------------
<TABLE>
<S> <C> <C>
Delaware 7310 13-3953764
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
Address; 250 East Hartsdale Avenue, Suite 21, Hartsdale NY 10530;
(914) 725-7028
(Address and telephone number of principal executive offices,
principal place of business, and name, address and telephone number
of agent for service of process)
----------------------------------------
Jack Rubinstein, Chief Executive Officer
----------------------------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this registration statement.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.|X|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------
With copies to:
Adam S. Gottbetter, Esq.
Kaplan Gottbetter & Levenson, LLP
630 Third Avenue, 5th Floor
New York, NY 10017-6705
(212) 983-0532
------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
====================================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
to be Offering Price Aggregate Registration
Title of each Class of Securities Being Registered Registered Per Security(1) Offering Price(1) Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock................................................. 3,275,000 $0.50(1) $1,637,500 $ 456.00(1)
- ----------------------------------------------------------------------------------------------------------------------------------
Class A Redeemable Warrants.................................. 1,000,000 $0.10 $ 125,000 $ 27.80
- ----------------------------------------------------------------------------------------------------------------------------------
Class B Redeemable Warrant................................... 1,000,000 $0.10 $ 125,000 $ 27.80
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock Underlying Class A Warrants(2).................. 1,000,000 $3.00 $3,000,000 $ 834.00
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock Underlying Class B warrants(2).................. 1,000,000 $5.00 $5,000,000 $1,390.00
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL........................................................ 7,275,000 $9,887,500 $2,735.60
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee and
includes shares being sold by selling stockholders.
(2) Includes 2,275,000 shares being registered for resale by the selling
stockholders on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act. Pursuant to Rule 416 there are also registered hereby
such additional number of shares as may become issuable by reason of the
anti-dilution provisions of the class A redeemable warrants and class B
redeemable warrants. These additional shares are not issuable by reason of
the anti-dilution provisions of other derivative securities we may issue in
the future.
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 become effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to Section 8(a), may determine.
<PAGE>
Item 27. Exhibits.
Exhibit No. Description
3.1* Certificate of Incorporation
3.2* Amended and Restated Certificate of Incorporation of Registrant
3.3* By-laws of Registrant
3.4* Form of Class A Redeemable Warrant
3.5* Form of Class B Redeemable Warrant
3.6* Form of Class A Warrant Agreement
3.7* Form of Class B Warrant Agreement
3.8* Form of Lock-up Agreement
5** Opinion on Legality of Kaplan Gottbetter & Levenson, LLP,
counsel to registrant
10.1* Web site development and servicing agreement
10.2* Consulting Agreement among Pipeline Data, Inc.
Unifund America, Inc. and Unifund Financial Group, Inc.
10.3 Agreement with Rainbow Media
23.1** Consent of Kaplan Gottbetter & Levenson, LLP,
counsel to registrant, see exhibit 5
23.2* Consent of Thomas P. Monahan, independent public accountant
27* Financial Data Schedule
* Previously filed.
** To be filed by amendment.
<PAGE>
Signatures
In accordance with the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form SB-2 and authorized this amendment number four to its
registration statement on Form SB-2 to be signed on its behalf by the
undersigned, in the city of Hartsdale, state of New York, on January 10, 2000.
Pipeline Data Inc.
(Registrant)
By /s/ Jack Rubinstein
-------------------
Jack Rubinstein
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, this registration statement was signed by the following persons in the
capacities and on the dates stated.
/s/ R. Scott Barter Director January 10, 2000
------------------- -------- -----------------
R. Scott Barter (Title) (Date)
(Signature)
/s/ Douglas Harrison-Mills Director January 10, 2000
-------------------------- -------- -----------------
Douglas Harrison-Mills (Title) (Date)
(Signature)
[GRAPHIC OMITTED]
Bobby Minter
ext. 103
116 East 27th Street
New York, NY 10016
Ph: 212-889-2100
Fx: 212-889-7071
November 3, 1997
Jack Rubinstein
Pipeline Data, Inc.
Hartsdale Avenue
Hartsdale, NY 10583
Dear Jack:
This letter, with the attached proposal and terms and conditions, signifies our
agreement with respect to Pipeline Data, Inc. engaging Rainbow Media, Inc. to
perform certain marketing and creative services.
Agreed:
/s/ Bobby Minter /s/ Jack Rubinstein
- ------------------------------------ -----------------------------
For: Rainbow Media, Inc. For: Pipeline Data, Inc.
Dated as of: November 3, 1997 Dated as of: November 3, 1997
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
11/3/1997
Consulting Proposal
Meeting Pipeline Data's Needs
As part of its direct e-mail marketing program for the pharmaceutical
and healthcare industries, Pipeline Data wants to build highly
targeted e-mail lists of subscribers interested in specific medical-
and disease-related information. To create that list Pipeline Data has
asked Rainbow Media to develop an acquisition plan by April 1, 1998,
including creation of co-marketing and direct marketing programs. We
are delighted to respond to your request. Through every step of the
process, our service will:
o Leverage your time and expertise by providing substantial
marketing expertise in the healthcare and pharmaceutical
industries;
o Maximize your marketing program's impact by identifying key
market segments and by developing co-marketing agreements with
targeted groups within the healthcare and pharmaceutical
industry;
o Support your system development efforts with our own experience
in internet marketing, web development and other digital
communications;
o Supply creative resources for creating high impact presentations
to a wide range of audiences, when needed.
11/3/97
<PAGE>
Consulting Proposal
Submitted by: Rainbow Media, Inc.
Submitted by: Rainbow Media, Inc.
A Targeted, Cost Effective Subscriber Acquisition Program
Rainbow Media will develop a plan for acquiring subscribers to
Pipeline Data's healthcare and pharmaceutical information services. As
we have discussed, the plan will involve developing co-marketing
arrangements with key allies in the healthcare and pharmaceutical
industry. Among some of the targets are disease-related associations,
large health systems, and national retail pharmacy chains. The goal
will be to gain credibility among highly potential subscribers by
securing the support and commitment of these allies to our subscriber
marketing goals. In addition, Rainbow Media will work with Pipeline
Data to secure co-marketing arrangements with these targets. Finally,
Rainbow Media will make available its creative resources to develop
any preliminary creative work necessary to develop the plan, marketing
arrangements, and any other communication needs Pipeline Data may
have. As currently planned, we see the assignment as having 4 phases:
Phase I - Research and identify targets: Rainbow Media will help
identify the targets for potential co-marketing arrangements, and
begin developing a marketing strategy for acquiring subscribers.
Phase II - Develop overall marketing communication strategy: Rainbow
Media will finalize a subscriber acquisition plan, complete with
estimated budgets for the marketing programs.
Phase III - Secure co-marketing arrangements: Rainbow Media will work
with Pipeline Data to secure co-marketing arrangements with targets.
Phase IV - Plan roll out: Rainbow Media will plan the roll out of each
co-marketing program with the selected allies, providing traditional
advertising creative support for the marketing program.
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
Rainbow Media's Services
Throughout the engagement, Rainbow Media will work closely with you to
develop a cost effective marketing plan for acquiring subscribers. Our
mission is to put in place by April 1, 1998 a plan for the rapid
acquisition of a subscriber base for the Pipeline Data's
pharmaceutical and healthcare information service.
Your Account Team
Bobby Minter will be your primary contact for consulting and creative
services with Rainbow Media. Throughout, he will work closely with you
developing strategy, securing co-marketing arrangements, and providing
guidance to the overall marketing effort. In the areas of marketing
research and strategy he will be supported by Wendy Conklin of
Strategic Communications, a communication specialist with more than 15
years in the healthcare and pharmaceutical marketing. (See attached
for resume) As required Bobby Minter will draw on the resources at
Rainbow Media for analysis, strategic input, creative strategy, and
creative execution.
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
Effective, Creative Problem Solving and Guidance
Pipeline Data can rely on Rainbow Media to proactively devise
solutions to challenges as they arise during the engagement. We will
apply the same effective creativity to this job that we delivered in
the projects highlighted here:
Using Communications To Help Technology Work: Successful VRS
Launch for Bankers Trust and Philip Morris
Problem: While happy with a growing 401(k) plan, Philip Morris
was unhappy about its employees' expectation of personalized
service from the benefits staff. Bankers Trust, its
administrative recordkeeper, suggested that Philip Morris install
a voice response system (VRS) so employees could use the
telephone to get information and conduct transactions.
Solution: Bankers Trust turned to Rainbow Media to create and
execute a communications campaign that would get employees out of
the benefits offices and onto the telephones --eventually
reducing the costs of maintaining their benefits offices. Rainbow
Media developed themes for a series of flyers, brochures,
posters, and table tent-tops to be used over four months to
prepare employees for VRS and create a sense of anticipation and
excitement. The campaign culminated in a guidebook designed to
visually lead employees step by step through the VRS. The result:
On opening day, over 85% of employee calls were successfully
handled by the VRS without need of operator assistance. Bankers
Trust credits the Rainbow Media communications campaign with
helping it achieve both the most successful first day and first
month of VRS operation in its history.
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
Award-Winning Work for the Newspaper Association of America
Problem: In 1995, the NAA needed a vehicle to help its member
newspapers capture a bigger slice of the projected $7 billion to
be spent on political advertising during the primary and general
elections in 1996.
Solution: Rainbow Media designed and produced a tabloid that
served as a "how-to" manual explaining to campaign managers and
politicians the reach and impact of newspaper advertising. The
NAA offered these tabloids for sale to its member newspapers.
Rainbow Media also produced a poster to capture the interest of
advertising managers at its member newspapers. The NAA
distributed posters and faxable order forms in an
attention-grabbing tube that cut through the clutter of everyday
mail. We also applied our design skills to ad slicks that member
newspapers can tailor to promote themselves to campaign managers.
We created print ads that appeared in Campaigns and Elections
magazine which further leveraged the design. So successful was
the mailing that the NAA quickly sold out of the initial print
run (10,000 pieces) of the tabloid.
Even more gratifying, the tabloid's design won the prestigious
Silver Quill Award of the International Association of Business
Communicators. Additionally, the NAA was pleased enough with the
tabloid to put portions of it on its Home Page on the World Wide
Web (http://www.infi.net/naa).
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
A Picture-Perfect Solution for Andersen Consulting
Problem: In 1990, Andersen Consulting called on Rainbow Media to
create a printed piece to describe its then emerging expertise in
imaging technology. The only catch: The entire process from
conceptualization through printing could take only five weeks, so
that the publications would be ready for a major trade show.
Rising to the challenge, Rainbow Media recognized that the
publication had to demonstrate Andersen's ability to integrate
hardware and software from a variety of vendors. Additionally,
the piece needed to simultaneously demonstrate Andersen's value
to both technology buyers and business-need buyers.
Solution: We conceptualized a visually striking, two-color
tabloid that contained real case studies of Andersen's successful
imaging engagements that clearly describe Andersen's value to
buyers who were not versed in technology. To satisfy the
technology buyers, we included as a sidebar to each article a
"tool box" describing the hardware and software Andersen
integrated for each client. Rainbow Media interviewed Andersen
clients and partners, wrote the text, oversaw design and
printing, and ensured that the publications reached the trade
show on time.
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
Estimated Fees and Expenses
Consulting: Rainbow Media charges $150 per hour for its
consulting services, which will include developing strategies and
marketing plans and working to secure co-marketing arrangements.
For this specific assignment, Rainbow Media expects to spend
approximately 45 hours a month in consulting. We recommend that
Rainbow Media be paid a retainer quarterly, in advance, and that
time spent on the engagement be reviewed monthly with you. If we
believe that for any reason the time committed to this project
may exceed our estimates, we will make you aware of the situation
in advance, so that you can determine your most cost effective
options.
Creative Services: Rainbow Media charges $125 for its creative
services, such as presentations, advertising creative, brochures
and other sales and marketing materials.
We expect to incur creative services time, although the extent of
the time has yet to be determined. Any projects will be estimated
and budgets approved by you prior to commencing any work.
For these specific creative assignments, Rainbow Media will bill
monthly for the work in process, and will provide you a regular
accounting of the budgets as required.
Purchased Services: Rainbow Media also charges for any outside
purchases, such as printing, mailing services, film, photography,
illustrations, or color output. Rainbow Media also applies a 30%
mark up to the cost of these services. As part of its estimates
for creative services, Rainbow Media will also estimate the cost
of any outside purchases.
Out of Pocket Expenses: In addition to fees for it's services
Rainbow Media passes through costs for travel, couriers, long
distance telephone calls, postage, and other incidental expenses
as may occur from time to time. As part of its estimates for
creative services, Rainbow Media will also estimate the cost of
any out of pocket expenses.
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
Clients We Have Served
o Allied Signal
o American Appraisal Associates
o American Express Travel Related Services
o American Institute of Certified Public Accountants (AICPA)
o Arthur Andersen - Andersen Consulting
o Automated Data Processing (ADP)
o Bankers Trust Company
o Bracco Diagnostics
o Bristol-Myers Squibb Pharmaceutical Group
o C^3i
o Exxon Company International
o Federal Reserve Bank of New York
o IBM
o Intel Corporation
o Johnson & Johnson
o Kraft General Foods
o Lucent Technologies
o National Academy Foundation
o Newspaper Association of America
o New York City Office of Business Development
o Ogden Aviation Services
o PepsiCo, Inc.
o Retirement Systems Group
o Roosevelt Island Operating Corporation
o Third Wave Business Systems
o Warren, Gorham & Lamont
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
- -------------------------------------------------------------------------------
Resume of Wendy Conklin
Wendy Conklin has spent 15 years in the healthcare and
pharmaceutical industries. She has develop and marketed
educational and programs and symposia for anesthesiologists,
surgeons, trauma specialists and numerous other specialists for
the University of Miami. She also created and managed targeted
programs for Bristol-Myers Squibb, Johnson & Johnson, Novartis,
Burroughs-Wellcome, American Home Products and Schering-Plough
Corporation, among other pharmaceutical industry leaders. Her
work has covered a wide range of therapeutic categories,
including cardiology, central nervous system, dermatology,
pathology, AIDS, nephrology, as well as a variety diagnostic
modalities.
A graduate of the University of Connecticut, Conklin is listed in
Who's Who of American Women. and has been honored with numerous
communication awards.
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
TERMS AND CONDITIONS
These Terms and Conditions are referred to it in, and supplement and form a part
of, the attached Proposal ("Proposal"). On your acceptance of the Proposal, the
Proposal and Terms and Conditions together constitute the agreement
("Agreement") between you and us.
1. Services; Work Product. (a) The Proposal contemplates that we may perform
consulting services ("Consulting Services") and advertising services (including
creative and purchased services) ("Advertising Services").
(b) Unless otherwise agreed, you and we have the nonexclusive right to use
for any purpose any of the ideas, advice, research, concepts and other work
product ("Consulting Work Product") we provide in performing the Consulting
Services. Our right to use the Consulting Work Product, however, is subject to
Paragraph 5. To the extent any of the Consulting Work Product would also be
Advertising Work Product under the Agreement, the Consulting Work Product will
be treated as Advertising Work Product.
(c) Unless otherwise agreed:
(1) All work ("Advertising Work Product") produced by us in
performing the Advertising Services is owned by us or our licensors except for
property incorporated into such work which was identified by you as property of
yours or a third party prior to making it available to us for incorporation in
such work. The Advertising Work Product includes without limitation the ideas,
expression, images, design and concept which we create and the electronic and
conventional media and computer data which embodies their expression, as well as
work we create but which is not used by us or you under the Agreement.
(2) You have the nonexclusive right to use the Advertising Work
Product as set forth in the Proposal or, if not so set forth, for advertising
purposes for a single use in printed form (which includes the customary steps
necessary to convert the Advertising Work Product from electronic to print
media).
(3) The Advertising Work Product may not be modified (including
without limitation any electronic alteration of original art) without prior
consent and payment to us of an additional charge.
(4) We will be given credit on the Advertising Work Product and any
presentation of the Advertising Work Product.
(d) Paragraph 1 will survive termination of the Agreement.
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
Terms & Conditions continued
2. Infringement; Content; No Warranties. (a) We will indemnify you and your
officers, directors, employees, agents and representatives against any claims,
investigations, losses, liabilities, costs and expenses (collectively, "Losses")
arising from the infringement or claimed infringement of the Advertising Work
Product on the rights of independent contractors who were retained by us to
assist in producing the Advertising Work Product. Such Losses include (without
limitation) attorneys' fees and expenses and the costs of the time expended by
your personnel in addressing or defending any of these matters at their
customary billing (or, if none, compensation) rate.
(b) You agree to review and approve the Advertising Work Product and will
be responsible for its content. Without limiting your responsibility, we may
refuse to handle any advertising or other publicity that, in our opinion, may
violate any applicable law, regulation or self-regulatory rule, and we will not
have any liability to you or others for such refusal.
(c) You will indemnify us and our officers, directors, employees, agents
and representatives against any Losses arising from (1) the content of the
Advertising Work Product and any property of yours or a third party incorporated
into the Advertising Work Product, (2) the consequences of the publication,
transmission or distribution of the Advertising Work Product (including without
limitation claims for defamation, unfair competition, and false or misleading
claims), and (3) the infringement or claimed infringement of the Advertising
Work Product and any property of yours or a third party incorporated into the
Advertising Work Product on the rights of others, in each case other than as
provided in Paragraph 2(a). Such Losses include (without limitation) attorneys'
fees and expenses and the costs of time expended by our personnel in addressing
or defending any of these matters at their customary billing (or, if none,
compensation) rate.
(d) WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO
THE CONSULTING WORK PRODUCT OR THE ADVERTISING WORK PRODUCT INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND TITLE.
(e) Paragraph 2 will survive termination of the Agreement.
3. Media and Other Disbursements; Payment and Work Schedule. (a) Except as
otherwise provided in the Agreement:
(1) You will be responsible for the costs of media insertions,
production, printing, artwork, postage, research and other similar items as
reasonably required for us to perform the services described in the Proposal,
together with any commissions or mark-ups due us with respect to such costs. If
we make agreements with others for such items, we will do so as your agent.
However, in order to facilitate the performance of the Agreement, we may request
that you advance to us such actual or estimated costs, commissions and mark-ups,
and if you make such advances on time, we will pay such costs. If you do not
advance such costs on time, you will
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
Terms & Conditions continued
continue to be responsible for such costs. If we receive any early payment or
other discounts in respect of any such costs and you have timely advanced the
funds for their payment, we will pass such discounts on to you.
(2) We will submit our fee statements for services performed and
disbursements incurred to date monthly. Payment of each statement is due upon
receipt of the statement.
(b) Our fees, disbursements and certain third-party costs may be higher
than as presented in the Proposal, and we will not be liable to you or others,
if (1) the work and payment schedule which is presented in the Proposal or which
you and we have discussed is not followed as a result of changes in the work or
your acts or omissions or (2) if there are unusual circumstances, complicating
factors, or extended meetings or discussions.
4. Approvals. Except as otherwise provided in the Agreement, we will not place
any advertising, publicity or program, select any media, or start any production
or research program without your prior approval.
5. Confidentiality. We will not, without your prior consent, disclose to any
person or entity any confidential information of yours which you identify to us
as confidential when you disclose it to us. We may, however, disclose such
confidential information if we are required to do so by law, regulation or a
court or government agency. In addition, our confidentiality obligation will not
extend to information which (a) at the time of disclosure to us is, or
thereafter becomes, part of the public domain through no fault of ours, (b)
after disclosure to us by you is lawfully received by us on a non-confidential
basis, or (c) is independently developed by us. This paragraph will survive
until the first anniversary of the termination of the Agreement.
6. Competition. We may perform services for others whose business may be
competitive with yours, provided the product or service in respect of which we
perform services is not directly competitive with a product or service of yours
in respect of which we perform services and provided we comply with Paragraph 5.
If a potential conflict arises, we may discuss the potential conflict with you
and such competitor to ascertain whether there is in fact a conflict and, if so,
whether there is a basis on which we might perform services for such competitor
and you.
7. Termination. Except as otherwise provided in the Agreement, the Agreement
will terminate upon our performance of the services described in the Proposal
and your payment of all fees, disbursements, commissions and mark-ups payable to
us pursuant to the Agreement and all third party costs incurred pursuant to the
Agreement. In addition, the Agreement may be terminated by you or us at any
earlier time upon 30 days prior written notice subject to the following: upon
such termination, (a) you will pay us (1) all disbursements, commissions and
mark-ups due us for work performed through such termination, (2) the actual fees
we have earned for Consulting Services performed through such termination, and
(3) the greater of 50% of the "creative fee" provided in the Agreement or the
actual fees we have earned for Advertising Services performed through such
termination, (b) you will pay all third party costs incurred pursuant to the
11/3/97
<PAGE>
Consulting Proposal
Submitted to: Pipeline Data, Inc.
Submitted by: Rainbow Media, Inc.
Terms & Conditions continued
Agreement, (c) your license to use the Advertising Work Product will terminate,
(d) we will refund to you any unpaid or uncommitted advances you have made to us
for costs described in Paragraph 3(a)(1), and (e) we will apply any unpaid or
uncommitted retainers you paid to us to amounts payable by you to us or third
parties pursuant to the Agreement and refund to you the remaining balance of
such retainers.
8. Successors and Assigns. The Agreement will be binding upon and inure to the
benefit of you and us and your and our respective successors and assigns.
9. Governing Law. The Agreement and its validity, construction and performance
will be governed in all respects by the laws of the State of New York, without
giving effect to principles of conflict of laws. Any action brought in respect
of the Agreement will be brought in a court sitting in New York City.
10. Force Majeure. We will not be liable to you or others for any loss or damage
caused by our failure or the failure of others to perform our or their
obligations as a result of any cause beyond our control.
11/3/97
