CLICKTHROUGH INTERACTIVE SERVICES INC.
SALES AGENCY WEBSITE AGREEMENT
CLICKTHROUGH INTERACTIVE SERVICES INC., an Ontario incorporated company
("ClickThrough") with its business office address at 86 Bloor Street West, 5th
floor, Toronto, Ontario, M5S 1M5, and Quotes Canada Financial Network Ltd. (the
"Company") with its business office address at 1409 - 675 W. Hasting Street,
Vancouver, British Columbia, V6B 1N2 for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, agree as follows:
1. Definitions:
(i) "Advertisements" means an advertisement placed on the Company's Website
that has the technical specifications and dimensions set out in the ClickThrough
Insertion Order.
(ii) "Advertising Sales Revenues" means the advertising sales revenues
generated and collected by ClickThrough from advertisers from the sale of
Advertisements on the Company's Website.
(iii) "Agency Commission" means the advertising agency commissions, if any,
payable by ClickThrough under the terms of this agreement, as set out in
Schedule "A" attached hereto.
(iv) "ClickThrough Advertising Agreement" means the ClickThrough online
advertiser agreement entered into between an advertiser and ClickThrough, on
behalf of the Company, to place Advertisements for the advertiser on the
Company's Website, substantially in the form attached hereto as Schedule "B", as
may be amended by ClickThrough.
(v) "ClickThrough Banner Swap Program" means the program through which, in
order to drive traffic to the ClickThrough Network, ClickThrough may, at no
charge, use unsold inventory on websites which form part of the ClickThrough
network to place advertisements for other websites which form part of the
ClickThrough Network and which do not compete directly with such website
Advertisements placed by ClickThrough through the ClickThrough Banner Swap
Program may promote only the website which forms part of the ClickThrough
Network, and not a product or service sold by the operator of such website.
(vi) "ClickThrough Network" means the network of websites that have retained
ClickThrough to act as the websites' sales representative to market and sell
advertisements on the pages of the websites to advertisers.
(vii) "ClickThrough Insertion Order" means the ClickThrough insertion order
entered into between ClickThrough and the Company to place Advertisements for an
advertiser on the Company's Website, substantially in the form attached hereto
as Schedule "C", as may be amended by ClickThrough.
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(viii) "ClickThrough Rate Card" means the rate card published by
ClickThrough that sets out ClickThrough's advertising rates, as such rates may
be amended from time to time.
(ix) "CPM" means the dollar cost per thousand impressions with respect to
advertising sold by ClickThrough to an advertiser.
(x) "Impressions" means the delivery of an Advertisement to a visitor of the
Company Website.
(xi) "Ad Tag" means NetGravity Ad Tags used to target and identify
Advertisements for placement on the pages of the website where such
Advertisements are permitted.
(xii) "Net Advertising Sales Revenues" means the Advertising Sales Revenues
less any applicable Agency Commission and NetGravity Charges.
(xiii) "NetGravity" means certain advertising tracking, serving and
reporting software licensed to ClickThrough.
(xiv) "NetGravity Charges" means the fees and charges payable by the Company
to ClickThrough with respect to the trafficking, serving and reporting of
Advertisements by ClickThrough utilizing NetGravity, as set out in Schedule "A"
attached hereto.
(xv) "Territory" means the territory set out in Schedule "A" attached
hereto.
(xvi) "Website" means those website of the Company set out in Schedule "A"
attached hereto.
2. Appointment:
2.1 Appointment. Subject to the terms and conditions set forth in this
agreement, the Company hereby appoints ClickThrough to be its exclusive sales
representative in the Territory to market and sell Advertisements to advertisers
on the Company's Website during the term of this agreement and any renewal
thereof, and ClickThrough hereby accepts such appointment. ClickThrough shall
have the right to appoint sub-agents to perform its duties hereunder.
2.2 ClickThrough Banner Swap Program. company agrees that Company's Website
shall form part of the ClickThrough Network that ClickThrough may use for the
ClickThrough Banner Swap Program.
3. Term and Termination:
3.1 Term. This Agreement shall be effective as of the date of execution by
both parties and shall continue for a period of "one" years from such date.
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3.2 Renewal. This agreement may be renewed for an additional "one" year
term at the end of the original term upon the mutual written agreement of the
parties. In the event the parties have not entered into a mutual written
agreement to renew this agreement prior to the termination of the original term,
the agreement shall automatically renew.
3.3 Termination without Reason. After 9 months from the date hereof, either
party may terminate this agreement without reason upon 90 days written notice by
registered mail to the other party, delivered to such other party at the address
provided on the first page of this agreement and to the attention of the
President of such party
3.4 Termination for Breach. In the event of any breach of this agreement,
the non-breaching party may terminate this agreement by giving 60 days written
notice to the other party in the manner provided for in Section 3.3 above;
provided, however, that this agreement shall not terminate if the other party
has cured the breach prior to the expiration of such 60 day period, or if such
breach cannot be cured within such 60 day period, the other party has taken
steps within such 60 day period to cure the breach and thereafter cured such
breach as soon as practicable.
3.5 Effect of Termination. Upon termination or non-renewal of this
agreement:
(i) ClickThrough shall pay to the Company the monies payable by ClickThrough
as set out in this agreement; provided that the Company was entitled to such
monies under the terms of this agreement during the period immediately preceding
the date of termination or non-renewal;
(ii) the Company shall return to ClickThrough any and all advertising
materials provided by ClickThrough, its advertisers or others to the Company
under this agreement;
(iii) if requested by either party, the parties will issue a mutually
acceptable communication regarding the termination or non-renewal in order to
provide a smooth transition for advertisers of ClickThrough following such
termination or non-renewal;
(iv) termination of this agreement by either party will be without prejudice
to that party's other rights and remedies under this agreement; provided that no
cost or damages shall be paid to or by either party as a result of the
termination of this agreement in accordance with its terms, other than costs and
damages arising out of a breach of this agreement; and
(v) The Company and ClickThrough shall continue to perform such of their
respective obligations to the other until completion of each outstanding
ClickThrough Insertion Order.
3.6 Survival. The parties agree that sections 3.5, 3.6, 8.2, 8.3 and 9.2
shall survive any termination or non-renewal of this agreement.
4. ClickThrough Obligations:
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4.1 ClickThrough Obligations. In consideration of its appointment pursuant
to this Agreement, ClickThrough agrees to fulfill the following obligations:
(i) use commercially reasonable efforts to market and sell Advertisements on
the Company's Website on behalf of the Company;
(ii) maintain an adequately trained advertising sales force to market and
sell Advertisements to advertisers on behalf of the Company;
(iii) market and sell Advertisements using the ClickThrough Advertising
Agreement, the ClickThrough Insertion Order and the ClickThrough Rate Card;
(iv) fairly and accurately represent the Company's Website and not represent
to the public that ClickThrough is marketing and selling Advertisements other
than as independent sales agent for the Company;
(v) Provide to the Company NetGravity Ad Tags, at the Company's sole cost,
for installation by the Company.
5. Company's Obligations:
5.1 Company's Obligations. The Company agrees to fulfill the following
obligations:
(i) provide to ClickThrough, its employees and subagents, all information
and training concerning the Company's Website as may be required by ClickThrough
to market and sell Advertisements on the Company's Website;
(ii) maintain the Company's Website as a high quality website, attractive to
potential advertisers;
(iii) within five (5) business days of request by ClickThrough, make any and
all reasonable and necessary changes to the Company's Website as may be required
to place an Advertisement on the Company's Website, including, without
limitation, changes to accommodate technical specifications and dimensions of an
Advertisement, as more specifically set forth in the ClickThrough Insertion
Order;
(iv) install all NetGravity Ad Tags in the Company's Website as specified by
ClickThrough; and
(v) Place a notice on the home page and on each of the most
highly-trafficked pages on the Company's Website, which notice shall identify
ClickThrough as the Company's exclusive sales agent for marketing and selling
Advertisements on the Company's Website. The notice shall be in a form provided
by ClickThrough and shall be a hyperlink to a URL specified by ClickThrough.
6. Advertising and Bill Procedures:
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6.1 Insertion Order. ClickThrough shall e-mail the Company the ClickThrough
Insertion Order after receipt of the ClickThrough Advertising Agreement signed
by a prospective advertiser. The Company shall approve or disapprove the
ClickThrough Insertion Order within 24 hours of receipt, failing which the
ClickThrough Insertion Order will be deemed to have been accepted by the Company
unless ClickThrough determines, in its sole discretion, that the Advertisement
is of such a nature that the Company's consent would be appropriate.
ClickThrough shall ensure that the ClickThrough Insertion Order is fully
completed and contains all relevant information regarding the advertising in
order to allow the Company to properly review the advertising proposal. Any
incomplete ClickThrough Insertion Order shall be returned to ClickThrough within
24 hours of receipt by the Company, failing which it will be deemed to have been
accepted by the Company. ClickThrough, upon receiving approval for the
ClickThrough Insertion Order from the Company shall enter into the ClickThrough
Advertising Agreement with the advertiser.
6.2 Billing Procedures. ClickThrough shall be responsible for billing and
collecting all accounts from advertisers and others. All payments on such
accounts shall be payable and remitted only to ClickThrough.
7. Commissions, Payments and Other Monetary Terms:
7.1 ClickThrough Commissions. ClickThrough shall be entitled to a
commission for the marketing and selling of advertisements hereunder equal to
the amount set out in Schedule "A" attached hereto which amount shall be
deducted by ClickThrough from Net Advertising Sales Revenues.
7.2 Payments to Company. ClickThrough shall pay to the Company an amount
equal to the Net Advertising Sales Revenues collected by ClickThrough, less
ClickThrough's commissions as set forth in Section 7.1 above. The payment to
the Company shall be accompanied by a statement supporting the calculation for
the payment for such month.
7.3 Calculation Example. An example of the calculation of the applicable
revenue, commission and charges in a typical ClickThrough advertising proposal
would be as follows:
Item Cost
Revenues From an Advertising Proposal $35.00 CPM
Less Applicable Agency Commission @ 15% ($5.25)
Less NetGravity Charges @ $0.50US ($0.80) Canadian Dollar equivalent
Equals Net Advertising Sales $28.95
ClickThrough Commission @ 37.5% $10.86
Balance of Revenue to be paid to Company $18.09
8. Warranty and Indemnity:
8.1 Warranty. Each party hereto warrants to the other it has the right to
enter into this agreement and that by entering in to this agreement and
performing its obligations hereunder, such party shall not be in breach of any
agreement or undertaking with any third party.
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8.2 Indemnification. Each party (the "indemnifying party") shall, at its
own expense, indemnify and hold the other party, its successor and assigns, and
each of their respective directors, officers, employees and agents (collectively
the "indemnified parties") harmless from and against any claims, demands,
actions, causes of action, damage, loss, deficiency, cause, liability and
expense which may be made or brought against any of the indemnified parties or
which any of the indemnified parties may suffer or incur as a result of, in
respect of arising out of any non-performance or non-fulfillment by the
indemnifying party of any term of this agreement. The indemnifying party will
defend, at its expense, any action brought by a third party against any of the
indemnified parties to the extent that the claim by a third party relates to or
arises from the actions or omissions of the indemnifying party, and will
indemnify and hold each of the indemnified parties harmless from and against any
costs, damages and fees incurred by any of the indemnified parties from such
claim
8.3 Limitation of Liability. In no event shall ClickThrough or the Company
be liable to any person for any special, consequential, incidental or indirect
damages, however caused, and whether or not the Company or ClickThrough has been
advised of damages or whether such damages were reasonably foreseeable. In the
event of any breach of the Agreement by ClickThrough, ClickThrough shall only be
liable to the Company for an amount equal to the lesser of the direct damages
actually suffered by the Company as a result of such breach and $5000.00.
9. General:
9.1 Relationship of Parties. Nothing in this agreement shall either render,
or be interpreted or construed to mean, that the Company and ClickThrough are
either partners, joint venturers, employer/employee or related other than as
principal and sales agent. Neither party shall have any authority whatsoever to
obligate or command the other party, contractually or otherwise, except as
expressly provided in this agreement.
9.2 Governing Law. This agreement shall be governed by, and construed in
accordance with, the laws of the Province of Ontario and the laws of Canada
applicable therein. The courts of the Province of Ontario shall have the
exclusive jurisdiction to adjudicate any dispute arising under this agreement
and the parties hereto agree to attorn to the courts of the Province of Ontario.
9.3 Entire Agreement. This agreement together with the Schedules attached
hereto represents the entire agreement between the parties hereto relating to
the subject matter herein. This agreement shall be binding upon and inure to
the benefit of the Company and ClickThrough and their respective successors and
permitted assigns.
9.4 Amendment, Waiver and Assignment. No modification of or amendment to
neither this agreement, nor any waiver of any rights under this agreement shall
be effective unless given in writing signed by the party to be charged. This
agreement shall not be assigned by any party without the prior written consent
of the other party.
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9.5 Interpretation. This agreement has been negotiated by the parties
hereto and shall be thoroughly interpreted in accordance with its terms and
without any rules of construction relating to which party drafted the agreement
being applied in favour of or against the other party.
9.6 Currency. All references to dollar amounts in this agreement are to
Canadian dollars unless expressly referred to in United States dollars.
9.7 Counterparts and Facsimile. This agreement may be executed in
counterpart by facsimile, each of which shall be deemed an original and all of
which together shall constitute one instrument.
9.8 Confidentiality. Each party agrees that it shall retain the non-public,
confidential or proprietary information concerning the other party that is
furnished in connection with this agreement in confidence. Both parties shall
not disclose any of that information to any third party without the prior
written consent of the party which disseminated such information, and except as
may be necessary, upon the advice of outside counsel for the party seeking to
make disclosure, for such party not to be in violation of any law.
9.9 Language. It is the express wish of both parties that this Agreement
and all related documents have been drawn up in English. C'est la volonti
exprisse des parties que la presente convention ainsi que les documents qui s'y
r'attachment soient ridigt en anglais.
ClickThrough Interactive Services Inc. Quotes Canada Financial Network Ltd.
Signature: Signature:
Print Name: Mark Lajoie Print Name: Paul Dickson
Title: Site Relations Manager Title: President
Date: 9.17.99 Date: 9.17.99
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Schedule "A"
ClickThrough Interactive Contract Terms
1(ii) Advertising Agency Commissions: up to 15% of Advertising Sales
Revenues
1(xii) NetGravity Charges: 50.50 US charged at Canadian $ equivalent
1(xiii) Territory: North America
1(xiv) Company Website: www.quotescanada.com
7.1 ClickThrough Commissions: 37.5% of Net Advertising Sales Revenues
Special Terms:
Initialed for identification:
On behalf of the Company Dated: 9.17.99
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(Authorized Signing Officer) Name: Paul Dickson
On behalf of ClickThrough Dated: 9.17.99
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(Authorized Signing Officer) Name: Mark Lajoie
