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EXHIBIT 10.15
"APPLIES TO ALL INSERTION ORDERS ENTERED INTO AFTER FEBRUARY 10, 2000"
DOUBLECLICK ADVERTISER STANDARD TERMS AND CONDITIONS
DELIVERY OF ADVERTISEMENTS. Using its proprietary DART ad delivery
technology, DoubleClick shall deliver Advertiser's advertisements
("Advertisements") to users accessing the pages ("Pages") of Web sites which are
part of the DoubleClick Network (the "Service"). Such delivery shall be in
accordance with the "Ad Specs and Terms" accessible at
http://www.doubleclick.net (the "Service Terms") and this insertion order
(collectively, the "Agreement"). Advertiser hereby grants DoubleClick a
non-exclusive, worldwide license to copy and distribute the Advertisements
through the Service pursuant to this Agreement. The DART ad delivery technology
shall be the sole and definitive tool used to measure DoubleClick's delivery of
Advertisements pursuant to this Agreement. No other measurement or usage
statistics (including those of Advertiser or an approved third party ad server)
shall be accepted by DoubleClick. In the event that the part executing this
Agreement is acting as an agent for an Advertiser, such party executing this
Agreement as agent shall be jointly and severally responsible for all
obligations and amounts owing hereunder.
PAYMENT. Advertiser shall pay DoubleClick upon Advertiser's receipt of
DoubleClick's invoice. If a prepayment or deposit is required, Advertiser's
campaign shall not commence until such prepayment or deposit is received by
DoubleClick. If Advertiser fails to make payment within thirty (30) days of
Advertiser's receipt of DoubleClick's invoice, DoubleClick, in addition to other
remedies, shall have the right to (i) immediately remove Advertisements from the
Service without any obligation to Advertiser or claim against DoubleClick for
such removal, (ii) charge late fees at the rate of one and one half percent
(1.5%) per month, or, if lower, the maximum rate allowed by law, (iii) charge
Advertiser for any attorneys' fees and/or collection costs incurred by
DoubleClick in collecting any past due amounts from Advertiser, and/or (iv)
terminate any or all other insertion orders Advertiser has executed with
DoubleClick as of the date of the default, without liability. Advertiser is
required to provide DoubleClick with at least two (2) weeks prior written notice
of any requests by Advertiser for changes to and/or cancellation of this
Agreement. Advertiser agrees that if Advertiser cancels or changes its order as
provided above, any discount granted by DoubleClick may be rescinded or
adjusted, and Advertiser may be charged for such order at the full card rate
then in effect. If Advertiser is required to pay a deposit, Advertiser
understands that the deposit is credited against payments due under this
Agreement. Advertisers who make such a deposit shall be required to pay
DoubleClick for fees set forth in invoices up to the point where the sum of the
deposit and the invoiced amounts equal the total fee payable under this
Agreement. At such point in time and if not otherwise stated herein, no
additional fees shall be due and owing from Advertiser pursuant to this
Agreement.
ADVERTISER'S OBLIGATIONS AND REPRESENTATIONS. Advertiser shall be solely
responsible for all costs it incurs in connection with the Service and this
Agreement, including, without limitation, expenses associated with creating,
updating and otherwise managing
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Advertisements, delivering Advertisements to the Service and establishing and
maintaining links between Advertisements and Web sites and areas outside the
Service (collectively, "Advertiser's Web Content"). Creative changes beyond the
permitted number of changes set forth in the Service Terms will be subject to
the additional rates set forth in such Service Terms. Advertiser warrants and
represents at all times that (i) Advertiser owns the Advertisements and/or has
the right to permit DoubleClick to use, reproduce, distribute and transmit the
Advertisements, (ii) neither the Advertisements nor the Advertiser's Web Content
will (a) infringe the rights of any third party, (b) violate any foreign or
domestic federal, state or local law or regulation, or (c) contain material that
is threatening, hateful, or racially or ethnically objectionable, and (iii) the
Web site to which the Advertisement is linked shall contain a privacy statement
throughout the term of this Agreement. Advertiser agrees that it shall be solely
responsible for any liability arising out of the Advertisements or Advertiser's
Web Content. In furtherance of the foregoing, Advertiser agrees to indemnify and
hold DoubleClick and the DoubleClick Network Web site (the "Service
Participants") harmless from and against any losses, costs, damages or expenses
(including reasonable attorneys' fees) resulting from claims or actions arising
out of or in connection with (i) Advertisements or Advertiser's Web Content or
(ii) Advertiser's breach of any agreement, representation or warranty hereunder,
including, without limitation, claims for infringement of copyright or other
intellectual property rights and violation of rights of privacy or publicity.
DOUBLECLICK'S RIGHTS. DoubleClick shall have the right to approve the
form and content of all Advertisements and no changes shall be made to any
Advertisements without each party's consent. DoubleClick and its Service
Participants shall have the right, at their sole discretion, to terminate the
delivery of any Advertisement at any time without liability to Advertiser except
for a refund or credit of amounts previously paid for inventory that has not yet
run. DoubleClick reserves the right to cancel this Agreement, without cause,
upon thirty (30) days prior written notice to Advertiser without any liability
to Advertiser except for a refund or credit of amounts previously paid for
inventory that has not yet run. For non-preemptible inventory, in the event
that DoubleClick fails to meet the number of Impressions (defined as the number
of times an Advertisement appears on a Page, resulting from a user accessing or
visiting such Page) stated in the insertion order within the time frame set
forth in the insertion order through no fault of Advertiser, DoubleClick will
either refund any pre-paid fees for Impressions that did not run within the time
frame or credit any such amount towards a future insertion order. DoubleClick
has the right to cancel or shorten the term of the insertion order without
liability, if advertising materials required for the insertion order are not
provided by Advertiser in a timely manner. If Advertiser's failure to comply
with the terms of this Agreement results in DoubleClick's failure to display the
Advertisements in accordance with the insertion order, Advertiser shall remain
liable for the full amount due pursuant to this Agreement. DoubleClick may use
the Advertiser's name and Advertisements to promote DoubleClick and the Service
in all media and use information concerning Pages and the number of Impressions,
users and user activity for DoubleClick's own business purposes and for use in
connection with the Service, provided DoubleClick does not reproduce
Advertisements without Advertiser's prior consent.
SPECIAL TERMS. If this Agreement entails a "bulk" buy or if specified in
the insertion order, DoubleClick shall have the right to pre-empt this Agreement
with an agreement for another advertiser at a higher CPM without liability to
Advertiser. If this Agreement entails a "run of
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site," "run of Network" or "run of Affinity group" campaign, DoubleClick does
not guarantee even distribution of Impressions across such site, Network or
Affinity group. In the event this Agreement includes a keyword buy, Advertiser
represents and warrants that it has the legal rights necessary to utilize such
keyword(s). DoubleClick shall have the right to immediately revoke Advertiser's
use of those keywords which do not incorporate the trademarks of Advertiser. For
the purposes of exclusive keyword buys, "exclusivity" shall mean that
Advertiser's Advertisements shall appear on 100% of the purchased ad unit
inventory for the keyword(s) selected by Advertiser during the term of the
Agreement, including any growth beyond the number of Impressions set forth in
the insertion order for such keyword buy. Advertiser is responsible for payment
for Impressions associated with such growth. DoubleClick does not guarantee a
minimum or maximum number of Impressions for such exclusive keyword buys. For
exclusive buys of particular inventory on the DoubleClick Network (other than
keywords) which are billed on a cost-per-day basis, Advertiser's payment
obligation is irrespective of the number of Impressions generated by such
inventory - DoubleClick makes no guarantee as to the number of Impressions
generated over the term of such exclusive inventory buy. Advertiser shall have
the right to renew the terms of the Agreement for the exclusive keyword(s) or
exclusive inventory at the fair market value for such keyword(s) or inventory,
so long as the initial exclusive buy is greater than three (3) months in
duration and Advertiser commits to such renewal at least thirty (30) days prior
to the end of the term of the exclusive buy.
NO WARRANTY/LIABILITY. DOUBLECLICK MAKES NO WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION,
THE TYPE OR NUMBER OF SERVICE PARTICIPANTS OR THE TYPE, THE NUMBER OF USERS WHO
WILL ACCESS THE ADVERTISEMENTS, OR NUMBER OF PAGES WHICH WILL BE ACCESSIBLE
THROUGH THE SERVICE, DOUBLECLICK SHALL NOT BE LIABLE FOR ANY SERVICE
PARTICIPANTS NOR FOR THE CONTENTS OF ANY WEB SITES OR PAGES, NOR FOR ANY LOSS,
COST, DAMAGE OR EXPENSE (INCLUDING COUNSEL FEES) INCURRED BY ADVERTISER IN
CONNECTION WITH ADVERTISER'S PARTICIPATION IN THE SERVICE, INCLUDING, WITHOUT
LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR
OTHER INJURY, DAMAGE OR DISRUPTION TO ADVERTISERS ADVERTISEMENTS. IN NO EVENT
SHALL DOUBLECLICK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, ANY FAILURE TO TIMELY PUBLISH ANY ADVERTISEMENT IN
ACCORDANCE WITH THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER
OR NOT DOUBLECLICK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF IN NO EVENT SHALL
DOUBLECLICK'S LIABILITY EXCEED THE TOTAL AMOUNT PAID TO DOUBLECLICK BY
ADVERTISER HEREUNDER.
MISCELLANEOUS. Advertiser shall hold this Agreement in confidence and
shall not sell, transfer, assign or resell its rights and obligations under this
Agreement without DoubleClick's prior written consent. Advertiser shall not
have, nor claim, any right, title or interest in or to any Pages, the Service or
any elements thereof (including, without limitation, the
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grant of a license in or to the Service or any software, source codes,
modifications, updates and enhancements thereof or other aspect thereof), the
name "DoubleClick" or any derivatives thereof, or any other trademarks and logos
owned or controlled by DoubleClick and made available through the Service or
otherwise. Each party hereto shall be and act as an independent contractor and
not as partner, joint venturer, or agent of the other. Advertiser shall not
issue a press release or public announcement or otherwise make any disclosure
concerning this Agreement or the terms hereof, without prior approval by
DoubleClick. This Agreement represents the entire understanding between
DoubleClick and Advertiser regarding DoubleClick's services and supersedes all
prior agreements with respect tot he subject matter herein. This Agreement is
subject to any guidelines imposed by Service Participants and to any existing
agreements entered into by DoubleClick. In addition, Advertisements that
Advertiser elects to be served by an approved third party ad server are subject
to DoubleClick's agreement with such third party ad server. No waiver,
modifications or addition to this Agreement shall be valid unless agreed or
assented to in a writing. The foregoing shall not limit DoubleClick's right to
waive, modify or make additions to the Service Terms. The Service Terms, as in
effect from time to time, are hereby incorporated in this Agreement and made a
part hereof as if set forth in full. No failure or omission by either party in
the performance of any obligation under this Agreement shall be deemed a breach
of this Agreement nor create my liability if the same shall arise from any cause
or causes beyond the reasonable control of such party, including but not limited
to the following acts of God, acts or omissions of any government or any rules,
regulations or orders of any governmental authority or any officer, department,
agency or instrument thereof, fire, storm, flood, earthquake, accident, acts of
the public enemy, war, rebellion, Internet brown out, insurrection, riot,
invasion, strikes, or lockouts. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of New York,
without reference to its conflict of laws, rules and principles, and
jurisdiction and venue of all matters relating to this Agreement shall be bested
exclusively in the federal and state courts within the City of New York. 1/3/00
Version
Online Submissions: In lieu of a signature, check the box and enter your
name below.
Sign for the advertiser.
Paper Insertion Order with signature on file.
Note: The client's check box reads "In lieu of signature,
Agency/Advertiser check here." The client must enable the check box for the
order to be considered signed.
Order Authorization Name:
Company:
Title:
Date: Thursday, September 07, 2000
This insertion order has been signed by the salesperson.
Names of Salesperson: Eric Mendel
Date: Thursday, September 07, 2000
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INSERTION ORDER PROPERTIES
Administrative Functions: [View Change Log]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Property State Value Update
Order ID x 501492
Product Type x Network
Order Type x Standard
Sales x Eric Mendel Network/Altavista Set
Assignments Inside Sales
Status ? Order does not meet the Order
Approval Criteria for the network.
Pending approval.
There are fewer impressions than
contracted. Pending signature(s).
Billing Status x Open/Unbilled
Name x Environmax: Sept. 18-Bov 1 Run Of
Edgar Online; IPO Express
Comments x None
Shopping Order x No
Bulk x No
Total x 2,500,000
Impressions
Start Date x September 18, 2000
End Date x November 01, 2000
Number of Days x 45
Billing Method x Actuals Set
Paid in full x N/A
PO Number x None
Affinity Group x Select
Contact for Ad x Dean Hutchings
Placement Materials 801 424 0200
[email protected]
Approved x No
Targeting x Environmax; Run Of Edgar Online;
Information IPO Express targeting; Home Page, IPO
Headlines, Latest Pricings, Upcoming
Pricings, Latest Pricings
Special x Edgar Online; 1,250,000
Instructions impressions. IPO Express; Home Page
250,000 impressions, IPO Headlines 250,000
impressions, Latest Pricings 250,000
impressions, Upcoming Pricings 250,000
</TABLE>
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<TABLE>
<S> <C> <C> <C>
impressions, Latest Filings 250,000
impressions
Signatures Order pending signature(s) Sign
Order Prices
Description Amount Update
Rate Card Price 20,000.00
Gross Price 20,000.00
Net Price 20,000.00 Set
CPM 8.00
</TABLE>
The salesperson has not been notified for signature.
The advertiser has not been notified for signature.
E-mail salesperson for signature
E-mail advertiser for signature
Update Order
9/7/2000 11:18 AM
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DOUBLECLICK
www.doubleclick.net
Date: Thursday, September 07, 2000 11:23:14 AM
From: Dean Hutchings
Company:
Fax Number: 8014240300
Voice Phone:
To: Mendel, Eric
Fax Number: 212-287-7731
Voice Phone:
Re: Dean,
The following is the Insertion Order for your campaign running from Sept
18-Nov. 1. Simply initial the first page (insertion order properties)
and the very last page (where it says order authorization name), and fax
back to me at: 212-278-7731.
Thanks for the business!!!!
Eric
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PURCHASE ORDER
PO#: 09-7022
EnvironMax.com
<TABLE>
<S> <C> <C>
Req. Date: 09/11/ 2000 Ship to: EnvironMax.com Vendor: Double Click
Requestor: Dean Hutchings Addr 1: 380 King Street POC: Eric Mendel
Phone: (801) 424-0200x103 Addr 2: Addr 1: 450 W. 33rd Street
Need Dt: 09/18/2000 Addr 3: Layton, UT 84041 Addr 2: 16th Floor
Addr 4: Addr 3:
Bill To: Attn: Linda Storey Addr 4: New York, NY 10001
EnvironMax.com Phone: (801) 5547-1338 ext. 349 Phone: (212) 381-5824
380 King Street Fax: (212) 278-7731
Layton, UT 84041
</TABLE>
NOTE TO VENDOR: Mix of impressions is subject to change.
<TABLE>
<CAPTION>
Line No Item No Item Description Qty. UM Unit Cost Extended Cost
<S> <C> <C> <C> <C> <C> <C>
1 EnvironMax.com Banner 1.00 $20,000.00 $20,000.00
advertisement in web pages 0.00 $0.00 $0.00
in Edgar-Online and Edgar 0.00 $0.00 $0.00
Edgar-Online IPO Express 0.00 $0.00 $0.00
Mix of Impressions: 0.00 $0.00 $0.00
Edgar Online - 1,260,000 0.00 $0.00 $0.00
IPO Express Home Pg. 250,000 0.00 $0.00 $0.00
IPO Headlines - 250,000 0.00 $0.00 $0.00
Upcoming Pricings - 250,000 0.00 $0.00 $0.00
Latest Filings - 250,000 0.00 $0.00 $0.00
Term: 9/18/00 thru 11/3/2000 0.00 $0.00 $0.00
(Prior Page Total) Prior Pages $0.00
Shipping $0.00
Sub-Total $20,000.00
Taxable: Yes No Tax 6.260 Sales Tax $0.00
Rate 0%
Grand $20,000.00
Total
</TABLE>
Authorized By
Date 9/11/00
Printed on 09/11/2000 at 03:59:31 PM
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