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Exhibit 10.2
License Agreement
THIS LICENSE AGREEMENT (this "Agreement") is dated as of April 5, 2000
and made by and between Ziff-Davis Inc. ("ZDNet"; as used in this Agreement, the
term "ZDNet" shall be deemed to include subsidiaries of ZDNet, except where the
context otherwise requires) and Ziff Davis Media Inc. ("Ziff Davis Media"; as
used in this Agreement, the term Ziff Davis Media shall be deemed to include
affiliates of Ziff Davis Media, except where the context otherwise requires), a
Delaware corporation (formerly known as WS-ZD Acquisition, Inc").
1. License to Use Content
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(i) Subject to Section 5(iv) below, Ziff Davis Media hereby grants
ZDNet the exclusive license to translate, reproduce, publicly display, transmit
and distribute online throughout the world all of the editorial content of Ziff
Davis Media's magazine and newspaper publications listed on Exhibit A (the
"Publications") on ZDNet's online service in the United States and on
international versions of the U.S. service (collectively, the "Service") but
such license shall not include any translation, reproduction, public display,
transmission or distribution of Alternative Electronic Versions. For purposes of
this Agreement, online distribution shall mean electronic distribution via the
World Wide Web, the Internet or any technology hereafter developed and used for
similar purposes or evolutions or migrations thereof. Any successors to a
Publication whether by change of name or merger into another publication shall
continue to be Publications and covered by this Agreement. Ziff Davis Media
shall also cause the purchaser of any Publication to agree to assume and carry
out the obligations of Ziff Davis Media under this Agreement with respect to
that Publication. Ziff Davis Media and any such purchaser shall be responsible
for negotiating an allocation of royalties and any participation of the
purchaser on the Content Board and Sales and Marketing Board described below.
The editorial content of the Publications is hereafter referred to as "Content."
Publications shall in no event include the Yahoo! Internet Life e-shopper
publication launched by ZD Publishing, the unincorporated division of a
subsidiary of ZDNet and its foreign affiliates engaged in the print publishing
business (collectively, "ZD Publishing"), in November 1999.
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(ii) Notwithstanding the exclusivity of Ziff Davis Media's license
to ZDNet, Ziff Davis Media may (a) license advertisers, award-winners or
entities with a similar relationship to Ziff Davis Media, to display for a
limited time period, an individual article or similar limited content from the
Publications on that advertiser's, winner's or entity's Website, (b) display,
and allow international print, licensees of its Publications to display, a
limited amount of content online as part of Ziff Davis Media advertisements or
similar promotional efforts (for example, an ad or promotion may include a
column or review as an example of Publication content), (c) license the online
publication, disp lay and download of a limited amount of Content ancillary to a
license for the use of Content in books; provided, however, no such publication
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or display shall compete with ZDNet, and (d) continue the ZDTV License Agreement
on its current terms. As used herein, "Website" means a website or any
technology hereafter developed or used for similar purposes or evolutions or
migrations thereof.
(iii) Ancillary to the license granted in Section 1(i) above, Ziff
Davis Media grants ZDNet a license to use the titles (including logos) and other
Ziff Davis media trademarks and trade names associated with the Publications
(but excluding "Ziff-Davis") and, subject to Section 5(iv) below, the urls
containing those titles and trade names (collectively, the "Trademarks") in the
Service in connection with the Content provided such uses are consistent with
proper trademark usage and other reasonable guidelines set 'forth in Exhibit D
or otherwise communicated to ZDNet from time to time.
(iv) Ziff Davis Media shall be responsible for acquiring from its
non-employee authors, sufficient rights, consistent with current practices, for
the license to ZDNet under this Agreement, it being understood that some part of
the Publications' content may not be available for online use because of
extraordinary arrangements with authors or other content providers (for example,
book serialization rights may not be available for online publication) or
because certain content providers will not grant a license beyond print use on
commercially reasonable terms.
(v) ZDNet acknowledges that as between it and Ziff Davis Media,
Ziff Davis Media is the exclusive owner of the Trademarks and the Content and
agrees it will not have or obtain any rights or interests in the Trademarks or
the Content beyond the rights granted by this Agreement.
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(vi) Notwithstanding any other provisions of this Agreement, Ziff
Davis Media shall be permitted to engage in the activities set forth in clause
(y) at the second sentence of Section 3(i).
2. License to Redistribute Online.
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ZDNet's license to use the Content shall also include the exclusive
right, subject to Section 1(ii) and 5(iv), to grant third parties the right to
distribute the Content (accompanied by the Trademarks associated with that
Content) on their online Websites and, subject to the last sentence of this
subsection M below, to retain all the revenues or other consideration from such
distribution; provided, however:
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(A) ZDNet may not allow display or distribution of the Content by
any direct competitor of the Publications as defined in 7(i);
(B) All such distribution shall prominently display the name of
the author and the Publication;
(C) Ziff Davis Media may require ZDNet to terminate any
distribution by a third party if such third party alters the Content or misuses
any Trademark or such third party Website does not meet reasonable standards of
quality consistent with the reputation of the Trademarks and the Publications
(after notice of such failure and a reasonable time to cure). Ziff Davis Media
acknowledges that the myway.com and Excite.com websites on which the Content is
currently displayed are examples of websites meeting these reasonable standards
of quality; and
(D) All of the terms and conditions applicable to the display of
the Content and the Trademarks by ZDNet shall apply to those third parties.
Notwithstanding the foregoing, ZDNet shall continue to license the
Content for inclusion in archival databases distributed to public libraries and
educational institutions under existing arrangements with Gale/IAC or similar
third parties (for example, Lexis/Nexis and Dow Jones) to which Gale/IAC has
sublicensed Content, and ZDNet shall pay Ziff Davis Media an amount equal to 50%
of the royalties received from such license. Notwithstanding the foregoing,
ZDNet shall not be required to license Gale/IAC or similar companies unless
their distribution is
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restricted so as not to compete with ZDNet. If ZDNet licenses any of the
Content to a third party for royalties (whether a fixed amount of cash or a per
article or per use amount of cash), it shall promptly remit 50% of such
royalties to Ziff Davis Media.
(ii) Notwithstanding (i) above, if Ziff Davis Media wishes to have
part of the Content distributed on a third party Website as part of a
Publication's or Ziff Davis media's promotional, marketing (but exclusive of ad
sales) or circulation efforts, it may do so, but it shall first seek ZDNet' s
consent by notice describing in reasonable detail such proposed arrangement and
ZDNet shall not unreasonably refuse such request. (For example, if Family PC
believes it is important for its promotional and circulation efforts to have
selected content posted on women.com, it may notify ZDNet and ZDNet shall not
unreasonably refuse that request.) ZDNet shall respond to Ziff Davis Media
within 20 days after such request; the failure to deliver a notice denying such
consent and specifying in reasonable detail the reasons therefor shall be deemed
consent. Grounds on which ZDNet may reasonably refuse such request may include:
(A) the Website designated directly competes with ZDNet;
(B) ZDNet has an exclusive arrangement with another entity for
that content area; or
(C) the third party Website refuses to include appropriate
branding and links back to ZDNet; provided, however, ZDNet shall use its best
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efforts to work around limitations imposed by its arrangements with other
Websites and to avoid such limitations in arrangements it makes with third
parties. It is understood that the content which Ziff Davis Media may request to
be posted on other Websites may only be a small part of the Content of a
Publication (for example, a column, articles on a particular topic, etc.) and,
without limiting ZDNet's right to reasonably refuse on other grounds, shall not
include product reviews and shall riot constitute more than ton percent (10%) of
the Content of any single issue or more than five percent (5%) of the Content of
any Publication's issues published within the previous twelve months.
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3. Hosting of Publications Websites.
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(i) ZDNet shall host the Websites of each Publication and Ziff Davis
Media may not create or support any other Websites which also use the Trademarks
of a Publication, except as provided in Sections 1(ii), 2(ii) and 5(iv).
Notwithstanding anything to the contrary, nothing shall prevent Ziff Davis Media
from (x) having a corporate Website with general information about the
Publications including advertising rates, schedules, subscription forms,
mastheads and contact information, (y) operating Websites with pages displaying
Trademarks for two or more Ziff Davis Media publications, and including on those
pages e-commerce links, links to additional information about particular
publications and/or content, so long as those Websites do not include any
Content, the e-commerce links do not appear to be directly tied to any
Trademarks and no Trademarks are situated in a manner that suggests that any
content is Content or delivering Alternative Electronic Versions. For purposes
of this Agreement, the term "Alternative Electronic Versions" shall mean
outbound periodic electronic versions substantially equivalent to a Publication
as an exclusive or nonexclusive alternative to print delivery, but only if such
electronic versions do not contain hyperlinks (or any technology hereafter
developed or used for similar purposes or evolutions or migrations thereof) to
any Website and the recipients have no ability to interact with the content
(including advertising) to receive additional content (other than with respect
to a functional equivalent of a printed order form or subscription form (and
which functional equivalent is limited to such purpose) to receive other
Additional Electronic versions) or to send additional content. Each
Publication's Website (including any url containing a Publications name or mark)
may, except as described below, contain only Content provided by the Publication
and shall contain all the Content from the Publication from past issues
consistent with current practices, subject to each Publication's right to remove
or not to provide Content that may be incorrect, dated, subject to a third party
claim or otherwise inappropriate for continued display. ZDNet shall remove any
such Content immediately after notice from Ziff Davis Media. Each Publication's
Website shall also contain to Ziff Davis Media's corporate Website or, if Ziff
Davis Media chooses, information about the Publication which is customary to be
included in such Websites including contact information, editorial feedback,
subscription order forms, advertising information, masthead and similar topics.
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Electronic files of the Content shall be made available to ZDNet by Ziff Davis
Media consistent with ZD Publishing's practice as of the date hereof.
(ii) Ziff Davis Media and ZDNet shall each designate three senior
managers who shall include the senior editorial manager from each party to form
a Content Board. The Content Board shall meet at least once each month to review
the Publications' Websites and changes that ZDNet or Ziff Davis Media may wish
to make in those Websites. ZDNet shall keep the Content Board and each
Publication informed in advance on any proposed significant change in the
design, presentation or navigation of each Publication's Website (it being
understood that day to day matters do not require notice or consent). Subject to
Section 9, no significant change shall be made to the design, arrangement or
content practices of any Publication's Website unless the Content Board has
approved such change by the favorable vote of a majority of the representatives
from both Ziff Davis Media and ZDNet. The Content Board shall to the extent
commercially feasible and consistent with the overall design and structure of
the Publication and ZDNet, as the case may be, use its best efforts to
accommodate requests by the Publication or ZDNet to make changes in a
Publication's Website. Each of Ziff Davis Media and ZDNet may also raise at the
Content Board concerns about the quality or quantity of the Content from Ziff
Davis Media or the quality of the Service or third party Websites which have
been licensed by ZDNet to distribute the Content. Any deadlocks on the Content
Board shall be referred to the chief executive officers of ZDNet and Ziff Davis
Media who shall meet and attempt in good faith to resolve such disputes. If they
are unable to resolve any disputes, those deadlocks shall be referred to
mediation by a person to be mutually agreed with recognized expertise in the
area of the Web and publishing. Each Publication shall inform ZDNet and the
Content Board as far in advance as reasonably practicable (but not less than
sixty (60) days before) of any material changes in the scope of its editorial
focus.
(iii) From time to time ZDNet may request that the Publications
create additional editorial content for inclusion on the Publication's Websites
(for example, updates of reviews) and in such instance the Publications shall
not unreasonably refuse such requests provided that ZDNet bears any incremental
cost of creating such material. ZDNet may also include content it creates or
licenses in a Publication Website provided such content is consistent
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with the Publication's editorial focus, is up to the standards of the
Publication's Content and provided the Editor-in-Chief of the Publication has
consented, which consent shall not unreasonably be withheld. Ziff Davis Media
may also include a reasonable amount of additional content on the Publications'
Websites provided that content is consistent with the Content published in the
Publication (for example, the PC Week Website may include breaking news) subject
to ZDNet's consent, which shall not be unreasonably withheld. All such
additional content shall be considered as "Content" under this Agreement.
(iv) ZDNet shall also distribute at no cost to Ziff Davis Media,
Publication e-mail newsletters and news, alerts to persons requesting those
newsletters and alerts. Each Publication shall be entitled to the greater of (x)
two mailings per month and (y) the number of mailings currently being provided
by ZDNet to that Publication (set forth on' Exhibit E). Ziff Davis Media shall
be responsible for creating the content of each newsletter or alert, but those
newsletters and alerts shall comply with the same policies and practices that
apply to ZDNet newsletters and alerts. ZDNet shall offer subscriptions to each
such newsletter or alert as part of its registration process. If Ziff Davis
Media requests that ZDNet seek to acquire additional subscribers, ZDNet shall
use its best efforts to do so, subject to Ziff Davis Media's bearing the out-of-
pocket costs of such efforts.
(v) During the period ZDNet hosts the Publication Websites; ZDNet
shall use reasonable efforts on the Service to promote and drive traffic to each
Publication's Website. These efforts shall be at least as great as the efforts
expended currently and shall be consistent throughout the term. Without limiting
the generality of the foregoing, ZDNet shall include:
(A) a link on its homepage to the Websites of Family PC,
Inter@ctive Week, PC Magazine, PC Week, PC Computing and Smart Reseller, a link
to pages that list game and international titles and a link to the archival
Website for the Publications; and
(B) a link to each Publication's Website as part of the display
of any content from a Publication.
(vi) ZDNet shall continue to hire and provide its fulltime employees
to work on the design, template, navigation and content for the Publications'
Websites and those persons
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shall be reasonably satisfactory to Ziff Davis Media. Those persons shall be
provided with office space by :Ziff Davis Media in the offices of the
Publications at ZDNet's expense (based on a reasonable allocation of actual
costs). Those persons shall report to and be under the general supervision of
ZDNet's editorial group. To the extent those persons create or edit Content on
the Publications' Websites, however, they shall continue to take direction from
the editors of the applicable Publication. For example, Tom Ponzo, a ZDNet
employee, is part of the PC Magazine First Looks team, and he shall continue to
perform that function under the direction of the PC Magazine editor in charge of
First Looks. Similarly Don Willmott shall be under the direction of a PC
Magazine editor in respect to overseeing the First Looks, Trends, Pipeline,
Columns and other content of PC Magazine and the PC Magazine Website.
(vii) ZDNet may edit the Content as required to fit space or similar
editorial requirements for the Service or to render the Content more readily
comprehensible in style or language to the service users; provided, however,
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such changes, may not affect the meaning of any items of the Content and
provided, however, that certain Content (to be designated by Ziff Davis Media)
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may not be edited without the author's consent (that is, in the rare case where
an author refuses to allow editing of his work without his consent). ZDNet may
cause the translation of the Content to be made in languages other than English
so long as the translation is faithful and accurate. Ziff Davis Media shall own
any resulting translations.
(viii) ZDNet acknowledges that prior to the date hereof, ZD Publishing
has licensed the trademark Yahoo and other brand features from Yahoo! Inc. for
Yahoo! Internet Life pursuant to an agreement dated January 15, 1996 and amended
as of October 30, 1996 and amended as of January 1, 2000 (the "'Yahoo
Agreement"), a copy of which has been provided to ZDNet. ZDNet shall comply with
all of the obligations of Ziff Davis Media under the Yahoo Agreement with
respect to the Yahoo! Internet Life Website (defined as the "ZD Online Magazine"
in the Yahoo Agreement) including, without limitation, the payment to Yahoo of
twenty (20%) percent of Advertising Revenues (as defined in the Yahoo Agreement)
on the Yahoo! Internet Life Website in accordance with Section 5 of the Yahoo
Agreement. ZDNet shall deliver to Ziff Davis Media a copy of each payment to
Yahoo and the supporting statement promptly after the delivery thereof by ZDNet
to Yahoo!. ZDNet also acknowledges that
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notwithstanding any suggestion to the contrary in Section 1(iii), the name
"'Yahoo! Internet Life" may only be used in compliance with the Yahoo Agreement.
(ix) ZDNet shall incorporate all bug fixes and technical upgrades,
which it incorporates into the other channels of the Service, into the
Publication Websites while it hosts such Websites and shall maintain the
hardware and software reasonably needed to maintain the, Publications' Websites
with performance and reliability standards no less favorable in any respect than
the standards to which ZDNet maintains its own channels.
4. Joint Ad Sales
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ZDNet and Ziff Davis Media shall cooperate to coordinate and offer
combined advertising packages for the Publications in print, the Publications'
Websites and otherwise on ZDNet. ZDNet and Ziff Davis media shall each
designate three senior sales managers who shall comprise a "Sales and Marketing
Board. "The purpose of the Sales and Marketing Board shall be to approve and
regulate the joint sales efforts between Ziff Davis Media and ZDNet.
5. Royalty
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(i) ZDNet shall pay Ziff Davis Media a royalty for the use of the
Content based on its annual gross revenues. That royalty shall be five percent
(5%) of the first $100,000,000 of gross revenues; four percent (4%) of the next
$50,000,000 and three percent (3%) above $150,000,000, in each case per contract
year, determined quarterly, subject, however, to a minimum and maximum royalty
of $7 million and $14 million, respectively, for the first contract year after
the date of this Agreement, $9 million and $18 million, respectively, for the
second contract year after the date of this Agreement and $11 million and $22
million, respectively, for the third contract year after the date of this
Agreement. For purposes of this Agreement gross revenues shall mean all of
ZDNet's from any source including, without limitation, from advertising,
subscriptions, sponsorships, list rentals, user fees and royalties, but in each
case less credits, discounts and a reasonable reserve for bad debt and also
excluding revenues from (x) ZDNet's print publications or other non-online
products and services and (y) any royalty amounts shared with Ziff Davis Media
pursuant to Section 2(i)(D) above including the amounts retained by ZDNet. If
ZDNet is merged with another Website, then gross
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revenues shall include the gross revenues of all activities which were part of
ZDNet prior to the merger or which are conducted as part of the Service or under
the ZDNet name after the merger and also the gross revenues from all Websites
with which the Service is merged which concern technology.
(ii) The royalty shall be paid within 45 days after the end of each
calendar quarter. Each payment shall include a statement of gross revenues for
that quarter.
(iii) Ziff Davis Media shall have the right not more than once during
each calendar year to have an independent certified accounting firm review the
appropriate books and records of ZDNet concerning its calculation of gross
revenues for the most recent statement and for the previous three quarterly
statements. If such statement is more than 10% under the amount determined by
such audit, ZDNet shall also reimburse Ziff Davis Media for the reasonable costs
of the audit.
(iv) Beginning on the date that is three years from the date of this
Agreement, there shall commence a transition period which shall last for 24
months, which is referred to herein as the "Transition Period." During the first
twelve months of the Transition Period, ZDNet shall continue to have all its
rights to use and license the Content and the Trademarks hereunder and to host
the Publication Websites, but Ziff Davis Media shall have the right to display
the Conent from the Publications on its own Websites. During the second twelve
months of the Transition Period, ZDNet shall have the right to use and license
the Content hereunder, but Ziff Davis Media shall have the right to host,
maintain and produce its own Publication Websites and to the exclusive use of
its urls. During the second twelve months of the Transition Period, Ziff Davis
Media shall cause the Publication Websites using the urls that had been used by
ZDNet to host the Publications prior to the beginning of the last twelve months
of the Transition Period to contain links to ZDNet in contextually-appropriate
locations within the Websites using that url. Each of the links shall be a
graphic button designed and programmed by ZDNet (and reasonably acceptable to
Ziff Davis Media), which button shall contain inserted text prominently
displayed. Similarly, during the second twelve months of the Transition Period
ZDNet shall use reasonable commercial efforts to redirect traffic seeking
Publication Websites to urls designated by Ziff Davis Media. Each of the links
shall be a graphic button designed and programmed by
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Ziff Davis Media (and reasonably acceptable to ZDNet), which button shall
contain inserted text prominently displayed. Ziff Davis Media shall not license
the Content to any third party (any entity which is not controlled by them)
during the first twelve months of the Transition Period. During the second
twelve months of the Transition Period, Ziff Davis Media may license the Content
to third parties but not to any entity with which ZDNet has in effect at the end
of the first twelve months of the Transition Period a bona fide license for
Content entered into in the ordinary course. During the first twelve months of
the Transition Period, the ZDNet royalty to Ziff Davis Media shall be reduced by
50% (i.e., from 5% of the first $100 million of annual revenues, 4% of the next
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$50,000,000 and 3% of all additional revenues, to 2.5%, 2% and 1.5%,
respectively) and in the second twelve months of the Transition Period by 75%
(i.e., from 5%f 4% and 3% to 1.25%, 1% and .75%, respectively).
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6. Cross Promotional Rights.
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(i) ZDNet shall have the right to run (1) one 4-color print ad for
the Service (and not for any other use) for free in each U.S. Publication and
(2) one 4-color print ad for the Service (and not for any other use) at house
rates in each U.S. Publication. Except for rates, all such ads shall be subject
to each Publication's standard terms and conditions. Ziff Davis Media shall
continue to put on the cover of the U.S. Publication, on the table of contents
and, where appropriate as determined by Ziff Davis Media, in the text and on all
circulation solicitations sent by Ziff Davis Media, the url of such U.S.
Publication's Website on the Service and shall offer subscriptions to ZDNet
newsletters as part of its subscription signups, provided in each case that such
inclusion shall not violate postal regulation or require Ziff Davis Media to
mail in a more expensive class, or materially adversely affect the response rate
to such solicitations. The provisions of this paragraph shall continue through
the end of the third contract year.
(ii) ZDNet shall provide the U.S. Publications with free banner ads,
e-mail solicitations and other promotional opportunities in the format and
manner no less favorable to Ziff Davis Media in any respect than currently being
provided, in sufficient amounts, to meet annual goals for net subscriptions
secured on the Service set by Ziff Davis Media for each year of this Agreement
as described below. (Net subscriptions means for Publications with a paid
circulation, subscriptions for which the subscriber actually pays; for qualified
Publications,
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subscriptions for which the subscriber actually qualifies.) Ziff Davis Media
shall have the right to set the terms and rates of such subscriptions and to
allocate the net amount of each annual goal among Publications by notice to
ZDNet. The goal for U.S. Publications for net subscriptions secured on the
Service in 1999 was 163,000 and in 2000 is 206,000. For 1999 and 2000 the
allocation of those subscription goals among the U.S. Publications and the
timing is set forth on Exhibit C. Commencing in 2000, ZDNet shall be obligated
to meet the level of 163,,000 of such subscriptions per year each year; above
that level, ZDNet shall use its best efforts to reach the goal, but shall only
be obligated to provide an additional percentage of promotional efforts
equivalent to the increase in the goal. (For example, in 2000, when the goal is
206,000 subscriptions, ZDNet shall be obligated to provide at least 163,000
subscriptions and to use 26.4% (i.e., the percentage increase from 163,000
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subscriptions to 206,000 subscriptions) more promotional efforts in each
category of promotional activity than it used to meet the 163,000 goal in 1999,
but shall not be in breach if it fails to deliver 206,000 subscriptions.) The
annual subscription goal shall be reduced for each Publication no longer under
this Agreement by the amount of subscriptions allocated to it in the previous
year. The annual subscription goal shall be adjusted to the extent Ziff Davis
Media materially changes the kind and nature of its subscription offers (for
example, instead of an equal mix of hard and soft offers, Ziff Davis Media
materially increases the ratio of hard offers to soft offers). Ziff Davis Media
shall have the right to increase the net subscription goal for years after 2000
by up to 10% for 2001, 5% for 2002 and 3% for each year thereafter. ZDNet shall
be entitled to a bounty of $3 per net subscription secured on the Service for
each year for the Publications above the base goal of 163,000 (as adjusted in
the future for deleted Publications). Ziff Davis Media shall have the right at
any time by notice to ZDNet to instruct ZDNet to suspend subscription
solicitations for a specific Publication. Without limiting the generality of the
first sentence of this Section (ii), ZDNet's subscription promotion efforts
shall continue to include, without limitation, hosting the webpages, graphics
and related scripts of the Ziff Davis Media circulation department (including
subscription order forma and customer service pages), developing CD premiums for
use in Publication solicitations to be paid for by Ziff Davis Media under the
pricing methodology in effect between ZD Publishing arid ZDNet as of the date
hereof, and including Publication subscription offers in the registration
process for ZDNet and for ZDNet's hosted contests (as
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currently provided), a high impact Promotion on each Publication Website, at the
bottom of pages on sponsored links, and, on a remnant basis, on AnchorDesk and
other email newsletters. Both parties shall consult in good faith and make
changes as appropriate in the mix of promotional efforts. Ziff Davis Media shall
provide reports at least once each quarter to ZDNet on the number of net
subscriptions secured. ZDNet shall immediately add additional promotions in the
event that the net subscriptions are falling short of the annual goal. This
provision shall terminate one year from the date of this Agreement, unless Ziff
Davis Media shall elect by written notice on or before one month prior to such
termination date to extend this provision for one additional year.
(iii) ZDNet and Ziff Davis Media shall each make available to the
other lists of subscribers to the Publications and registered users of ZDNet,
subject to applicable privacy restrictions. Those lists may be used in
accordance with standard industry practice by ZDNet solely for promoting ZDNet
online products and services and by Ziff Davis Media solely for its print
products and services and may not be used for the benefit of, or made available
to, any third party. ZDNet and Ziff Davis Media may set reasonable restrictions
on the number of mailings or e-mails to each person on such lists; provided,
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however, neither may restrict such uses to less than the average annual number
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provided prior to this date (for example, for circulation for U.S. Publications,
twelve mailings a year). This provision and the right to use such lists shall
terminate one year from the date of this Agreement, provided, however, that if
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Ziff Davis Media extends the provisions of (ii) for an additional year, the
provisions of this paragraph (iii) shall also be extended for an additional
year.
7. Restrictions on Use of Competitive Materials.
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(i) In consideration of ZDNet's right to us; the Content and host
the Publication's Websites, during the first three contract years, ZDNet shall
not:
(A) incorporate content into its Websites from the publications
set forth on Schedule 7.1(i),
(B) manage, host or assist the Websites of the publications set
forth on Schedule 7.1(i), '
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(C) publish any print products Directly Competitive with the
Publications, or
(D) accept and run advertising from, offer subscriptions to, or
otherwise promote, the publications set forth on Schedule 7.1(1).
A Publication is Directly Competitive if it is principally focused on
the same editorial subject matter as any of the Publications, provided if any
Publication changes its principal focus to a new editorial subject matter
materially different from its previous principal subject matter and, prior to
notice of such change, ZDNet has entered into an agreement with a publication
primarily focused on the new subject matter, ZDNet may complete the then current
term of such agreement (without any renewals or extensions) without regard to
whether that publication is then a Directly Competitive Publication.
(ii) In consideration of ZDNet's payment to Ziff Davis Media and
other services, during the term of this Agreement, but not during the Transition
Period, Ziff Davis Media shall not accept or run advertising in any of the
Publications from any of the Websites set forth in Schedule 7.1(ii).
8. Term.
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(i) Subject to Section 5(iv), the term of Ziff Davis Media's
license shall be for a period ending on the fifth anniversary hereof, except
that shortly after the second anniversary, at the request of either party, the
parties will discuss whether and on what terms they might extend the term of
this Agreement, it being understood that neither party has any obligation under
this paragraph to extend this Agreement except in their sole discretion.
(ii) Either party may also terminate this license and its
obligations under this Agreement if the other party materially breaches any of
its obligations under this Agreement unless, in respect of any breach which is
curable the other party cures such breach within 60 days after notice by the
non-breaching party.
(iii) ZDNet shall have the right to terminate this Agreement or demand
a renegotiation of the royalties going forward in the event of a substantial
reduction in the Content available to it from the Publications. A substantial
reduction shall mean that the number of
<PAGE>
Publications is reduced to less than six United States non-gaming titles
(counting Publications which may be owned by third parties, but still are
subject to this Agreement), or that the number of articles within the Content is
less than 66% of the number of articles produced in 1999 (reduced by the number
of articles in Computer Shopper). If the parties are unable to agree on new
royalties, then the royalties shall be determined an independent arbitrator.
(iv) If either party is acquired by or acquires a direct competitor
to the other (that is, Ziff Davis Media acquires or is acquired by an online
technology content Website or ZDNet acquires or is acquired by a print publisher
Directly Competitive to the Publications), the other party may within six (6)
months after such transaction, give notice of not less than (six) 6 months of
its termination of this Agreement. Any entity that maintains a Website primarily
focused on technology content shall be deemed to be a direct competitor of
ZDNet.
(v) ZDNet and Ziff Davis Media may by mutual consent remove any
Publication from this Agreement.
9. Quality Standards.
------------------
In consideration of Ziff Davis Media' s license of the Trademarks,
ZDNet shall cause the Service to be maintained in all material respects at
substantially the same standards of quality as the Service currently has been
maintained. ZDNet shall not take or allow any action with respect to the Service
or the use of the Trademarks or the Content on the Service or on any third party
Website that would infringe or adversely affect the value or reputation of the
Trademarks or derogate, dilute or impair the rights of Ziff Davis Media in the
Trademarks.
10. Indemnities.
------------
(i) ZDNet shall indemnify and hold Ziff Davis Media harmless from
any and all loss, cost, liability, damage and expense (including reasonable
attorneys' fees and other legal Costs) (a) incurred by Ziff Davis Media on
account of any claims or lawsuits arising out of or relating to any of ZDNet's
or its licensees' activities hereunder, including without limitation, the
publication and distribution of the Content appearing in the Service (other than
claims as to which Ziff Davis Media indemnifies ZDNet under Section 10(ii)), or
of ZDNet created content or the marketing, promotion, publication, sale or
distribution of the Service; (b) arising out of any
<PAGE>
breach by ZDNet of any of its obligations under this Agreement; or (c) arising
out of the use of the Content, except as specifically authorized herein, or
improper reproduction or use of the Trademarks as licensed under this Agreement.
Ziff Davis Media shall promptly advise ZDNet of any such claim, shall give ZDNet
the opportunity to defend, compromise or settle the same (so long as such
settlement is satisfied solely by payments by ZDNet and imposes no obligations
on Ziff Davis Media), as ZDNet in its sole discretion may determine, shall
cooperate fully with ZDNet in the defense of same and shall not settle any such
claim without first obtaining ZDNet's written consent thereto, which shall not
be unreasonably withheld.
(ii) Subject to Section 10(iii) below, Ziff Davis Media shall
indemnify and hold ZDNet harmless from any and all loss, cost, liability, damage
and expense (including reasonable attorneys' fees and other legal costs)
incurred by ZDNet on account of 9 any suit or claim by a third party against
ZDNet alleging that ZDNet's use of the Trademarks in the United States in
accordance with the terms and conditions hereof is an infringement of the rights
of that third party in their trademark, or that ZDNets use in the Service in
accordance with the terms and conditions of this Agreement of any Content
(unless the claim arises out of the creation, translation or alteration by ZDNet
of the Content) is libelous, an infringement of copyright or an invasion of
privacy (but with respect to Content originating in the U.S. only to the extent
that the claim would have been actionable in the United States, it being
understood that Ziff Davis Media shall not be responsible for claims of libel,
infringement of copyright, or invasion of privacy with respect to Content
originating in the U.S. that may arise solely under the law of any country other
than the United States), or (b) arising out of any breach by Ziff Davis Medi of
any of its obligations under this Agreement. ZDNet shall promptly advise Ziff
Davis Media of any such claim, shall give Ziff Davis Media the opportunity to
defend, compromise or settle the same (so long as such settlement is satisfied
solely by payments by Ziff Davis Media and imposes no obligation on ZDNet), as
Ziff Davis Media in its sole discretion may determine, shall cooperate fully
with Ziff Davis Media in the defense of same, and shall not settle any such
claim without first obtaining Ziff Davis Media's written consent thereto, which
shall not be unreasonably withheld.
<PAGE>
(iii) In the event of a third party claim alleging that ZDNet's use
of any of the Trademarks or the Content is an infringement of the rights of that
third party, ZDNet shall, upon Ziff Davis Media's request, remove or modify the
Content, or use a modified non-infringing form of the affected Trademark, or a
different title and/or logo. Ziff Davis Media shall have the right to settle any
claim or action arising out of any such third party claim in its sole
discretion. In no event may ZDNet make any settlement or compromise which may
authorize or permit any third party to use any of the Trademarks, or any element
thereof, or any similar trademark in any language or the Content without Ziff
Davis Media's written consent.
(iv) Notwithstanding anything to the contrary in this Agreement, in
no event shall either party be liable to the other for consequential or indirect
damages, including, but not limited to damages resulting from lost profits or
goodwill, whether or not that party has been advised or is aware of the
possibility of such damages.
(v) Ziff Davis Media's aggregate liability to ZDNet in respect of
any claims for damages under this Agreement (including any liability for
attorneys' fees) arising in any contract year following the date of this
Agreement shall not exceed the total amount of royalties paid to Ziff Davis
Media under this Agreement during that contract year. The foregoing language
shall not be construed to affect the extent to which specific performance or
other equitable or injunctive relief may be available with respect to the breach
by either party.
11. Retention of Rights.
--------------------
All rights not specifically granted to ZDNet herein are retained by
Ziff Davis Media. Without limiting the generality of the foregoing, except for
the rights specifically granted to ZDNet in Section I above, Ziff Davis Media
retains all rights in and to the Trademarks, and the Content including, but not
limited to, the right to use and exploit the Trademarks and the Content
throughout the world, in all languages in any medium or form whether now known
or hereafter invented, including, but not limited to, books, magazines,
newspapers, newsletters, microfilm, reprint, serial, syndication, condensation,
abridgment, radio adaptation, television, motion picture, video, recording, tape
or any electronic or digital form and in connection with any services or
business.
<PAGE>
12. Assignment.
-----------
(i) In entering into this Agreement, Ziff Davis Media is relying
upon the skills, reputation and personnel, including the officers, directors and
owners, of ZDNet. This Agreement and all rights and obligations under this
Agreement are personal to ZDNet and shall not, without the prior written consent
of Ziff Davis Media, be assigned, sublicensed, delegated or otherwise
transferred by ZDNet or by operation of law. Any unauthorized transfer or
delegation in violation of this Section 12(i) shall be void and of no force or
effect and shall constitute a material breach of this Agreement.
(ii) Notwithstanding the foregoing, either party may assign its
rights and obligations under this Agreement to an affiliate or division or in
connection with the sale or transfer of all or substantially all of the assets
of its business with the consent of the other party which shall not be
unreasonably withheld. This Agreement shall inure to the benefit of each party's
permitted successors and assigns.
13. Discontinuance of a Publication.
--------------------------------
(i) Notwithstanding anything contained herein to the contrary (but
subject to the provision in Section l(i) above with respect to the sale or
merger of a Publication) Ziff Davis Media shall have the absolute right in its
sole discretion, at any time, to discontinue, suspend, abandon or otherwise
terminate the publication of any Publication or merge any Publication into or
with another publication
14. Confidential Information.
-------------------------
If pursuant to this Agreement either party receives or becomes aware
of any information from the other that is confidential or proprietary in nature,
that party shall keep such information confidential and shall not, without the
other party's prior written consent, disclose such information in any manner
whatsoever, in whole or in part, except as may otherwise be required by
applicable law and shall not use such information for any purpose except to
carry out its rights and obligations under this Agreement.
<PAGE>
15. Copyright and Trademark Notice and Credit.
------------------------------------------
The Service shall carry the following notice and credit. "Editorial
item appearing in "ZDNET" that were originally published in the [U.S.] Edition
of [Publication] are the copyright property of [ZD Inc.] or its suppliers.
Copyright (C) (c) [year of publication] ZD Inc. All Rights Reserved. [_____] is
a [registered] trademark of ZD Inc. "ZDNet shall make any additions, changes and
deletions to such notices and credits as are reasonably required by Ziff Davis
Media upon notice to ZDNet. In addition,. ZDNet shall give attribution to the
Content back to the Publication and author so as to avoid confusion over the
source and ownership of the Content and that attribution shall be prominent and
consistent with industry practice.
16. Trademarks
----------
(i) A11 trademark rights related to or created by ZDNet's use of
the Trademarks in any language belong to Ziff Davis Media. if, contrary to the
provisions of this Agreement, ZDNet has obtained or shall obtain any such right
or interest in the Trademarks by any cause, then all rights ZDNet has obtained
in the Trademarks, including all associated goodwill, shall be the sole property
of Ziff Davis Media and ZDNet shall assign to Ziff Davis Media or its designee
all of such trademark rights, together with the associated goodwill or shall
abandon or withdraw any application or other claim of ownership for the
Trademarks, at Ziff Davis Media's option and at ZDNet's expense in accordance
with Ziff Davis Media's written instructions given at any time.
(ii) ZDNet agrees to use the Trademarks only in accordance with, and
subject to the restrictions set forth in, this Agreement and the Trademark
Guidelines set forth on Exhibit D and such other guidelines as Ziff Davis Media
may reasonably prescribe from time to time and in a manner that does not
derogate Ziff Davis Media's or its affiliate's rights therein, and not in
combination with any other words or marks without Ziff Davis Media's consent not
unreasonably withheld, or in any corporate name, trade name or other designation
used by ZDNet to identify its business. ZDNet shall not, directly or indirectly,
(a) interfere with Ziff Davis Media's or its affiliate's use, licensing or
registration of the Trademark anywhere throughout the world, (b) challenge,
contest or attack the ownership by Ziff Davis Media or its affiliate, of any
Trademarks
<PAGE>
or the validity of any Trademark or, (c) seek to register or claim ownership of
any of the Trademarks or any other designation similar to the Trademarks.
(iii) Upon Ziff Davis Media's written instructions, ZDNet will assist
and fully cooperate with Ziff Davis Media's efforts to secure, protect and
preserve Ziff Davis Media's rights and interests in the Trademarks, including
Ziff Davis Medias or its affiliate's procuring of copyright and trademark
registrations, and ZDNet, at its expense, will execute and deliver any and all
documents, and perform any and all acts, including, without limitation, the
supplying of such samples and similar materials (e.g., copies of printouts of
the Service and promotional or similar materials) as may be required in this
Agreement or reasonably requested by Ziff Davis Media to confirm Ziff Davis
Media's ownership of the Trademarks and Content and otherwise further the intent
and purposes of this Agreement.
(iv) ZDNet shall use reasonable efforts to monitor the marketplace
during the term of this Agreement for infringements by third parties of the
Trademarks, the Content and any other material which is proprietary to Ziff
Davis Media and ZDNet will immediately notify Ziff Davis Media in writing of any
infringement or limitation of, or any other event or claim adverse to or in
violation of Ziff Davis Media's or its affiliates' rights or interests in, any
Trademarks, the Content, or any other rights. Ziff Davis Media will have sole
discretion to decide whether any communication or legal action is undertaken
with respect to such events or claims, and will have sole right to control all
aspects of such communication and action (including choice of attorney and
settlement). ZDNet will not take any steps with respect to such events or
claims, including any oral or written communication with the offending or
adverse person, without the prior written specific instructions of Ziff Davis
Media. ZDNet will assist and fully cooperate with Ziff Davis Media in connection
with any such communications and actions.
17. Non-Solicitation.
-----------------
For a period of twelve months after the date of this Agreement,
neither party shall solicit for employment any employee of the other, it being
understood that if an employee of a party initiates discussion about employment
with the other party without any solicitation by the other party, that other
party shall be free to hire such employee.
<PAGE>
18. Miscellaneous.
--------------
(i) Notices. All notices, requests, instructions, claims, demands,
-------
consents and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given (a) when
delivered personally to the recipient, (b) one business day after being sent to
the recipient by reputable overnight courier service (charges prepaid), (c) upon
machine-generated acknowledgment of receipt after transmittal by facsimile if so
acknowledged to have been received before 5:00 p.m. on a business day at the
location of receipt and otherwise on the next following business day, provided
that each such notice, demand or other communication is also deposited within 24
hours thereafter with a reputable overnight courier service (charges prepaid)
for delivery to the same Person or (d) five days after being mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid, to the parties at the following addresses:
(a) with respect to notices to Ziff Davis Media regarding any
matters, to:
Ziff Davis Media Inc.
c/o Willis stein & Partners II, L.P.
227 West Monroe Street
Chicago, IL 60606
Telephone: 312/422-2400
Facsimile: 312/422-2418
Attention: Daniel H. Blumenthal
Avy H. Stein
with copies of any notices to Ziff Davis Media regarding the breach,
interpretation or termination of this Agreement, to
Kirkland & Ellis
200 E. Randolph Drive
57th Floor
Chicago, IL 60601
Telephone: 312/861-2000
Facsimile; 312/861-2200
Attention: John A. Weisseribach
John Lynn - New York City
(b) with respect to notices to ZDNet regarding any matters, to;
ZDNET
650 Townsend Street
San Francisco, CA 94103, U.S.A.
<PAGE>
Attention: Chief Executive Officer
with a copy of any notices to ZDNet regarding the breach, interpretation or
termination of this Agreement, to ZDNet's Legal Department at ZD Inc., 28 East
28th Street, New York, New York 10016, U.S.A.
(ii) Entire Agreement. This Agreement contains a complete statement of
----------------
all of the arrangements between Ziff Davis Media and ZDNet with respect to its
subject matter, supersedes all previous agreements, arrangements and
understandings, written or oral, relating to its subject matter, and may not be
modified except by a writing signed by, both parties. This Agreement shall be
binding on each party's permitted successors and permitted assigns, including
subsequent owners of each party. Notwithstanding the foregoing, this Agreement
shall not supercede the arrangements made between ZDNet and Ziff Davis Media
with respect to magazine subscriptions offered as part of ZD Rewards or
GamesGuide arrangements with respect to payments to Ziff Davis Media or Ziff
Davis Media employees for part of the time of its employees (for example, Tom
Steinhart Threlkeld) or for special contributions by Ziff Davis Media employees,
nor similar arrangements not specifically covered by this Agreement.
(iii) Governing Law. This Agreement shall be governed by and construed
-------------
during and after the term of this Agreement in accordance with the law of the
State of New York applicable to agreements made and to be performed in New York
and the United States Federal law where applicable. Each party agrees that any
action or proceeding brought by the other during or after the term of this
Agreement arid arising out of or related to this Agreement shall be brought in
courts located in the State of New York. Each party irrevocably consents to the
jurisdiction of the courts of the State of New York and of any Federal Court
located in New York in connection with any action or proceeding brought during
or after the term of this Agreement and arising out of or related to this
Agreement and waives any objection to venue or any claim that the action is
brought in an inconvenient forum. In any such action or proceeding, each party
waives personal service of any summons, complaint or other process and agrees
that service thereof shall be deemed made when mailed registered air mail,
return receipt requested, addressed to that party at its address set forth in
Section 18 (a) or at such other address as that party may specify by written
notice to the other party.
<PAGE>
(iv) No Waiver. The failure of a party to insist upon strict
---------
adherence to any term of this Agreement on any occasion shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. Any waiver must be
in writing.
(v) Force Majeure. Neither party shall be responsible for any
-------------
failure or delay in performance of its obligations under this Agreement because
of circumstances beyond its reasonable control including, without limitation,
acts of God, fires, floods, wars, civil disturbances, sabotage, accidents, labor
disputes (whether or not the employees' demands are reasonable and within the
party's power to satisfy), governmental actions or inability to obtain labor,
material, equipment or transportation, nor, except as provided below, shall any
such failure or delay give the other party the right to terminate this
Agreement. No event of force majeure shall affect any obligation of ZDNet to pay
any amounts under this Agreement, including, without limitation, the full amount
of the royalty payable under Section 5.
(vi) Separability. If any provision of this Agreement is invalid or
------------
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
(vii) Survival. Sections 8(v), 10, 11, 14, 15 and 16 shall survive
--------
the expiration or termination of this Agreement, as well as all other provisions
of this Agreement which expressly state that they survive or that they apply
during and after the term of this Agreement, or which by their sense are
intended to survive the expiration or termination of this Agreement.
(viii) Further instruments. Each party agrees to execute and deliver
-------------------
such further documents and take such further steps as may be reasonably
requested by the other party to further the purposes of this Agreement. Without
limiting the generality of the foregoing, ZDNet agrees to execute, upon Ziff
Davis Media's request, a shortened version of this Agreement, as it relates to
the Trademarks, acceptable in form and content to Ziff Davis Media's counsel,
for purposes of recording such agreement with any appropriate authority. Upon
the execution of such agreement, all provisions in this Agreement regarding the
recordation of this Agreement shall be deemed to also apply to that agreement.
<PAGE>
Affiliates. Ziff Davis Media shall ensure that each of its affiliates
----------
complies with all of its obligations purported to be created hereby, and ZDNet
shall ensure that each of its subsidiaries complies with all of its obligations
purported to be created hereby.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers duly authorized as of the date first written
above.
ZIFF-DAVIS INC.
By: /s/ J. Malcolm Morris
--------------------------
Name: J. Malcolm Morris
Title: Sr. Vice President
ZIFF DAVIS MEDIA INC.
By: /s/ Daniel H. Blumenthal
--------------------------
Name: Daniel H. Blumenthal
Title: Vice President
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers duly authorized as of the date first written
above.
ZIFF-DAVIS INC.
By:
___________________________
Name
Title
ZIFF DAVIS MEDIA INC.
By: /s/ Daniel H. Blumenthal
--------------------------
Name: Daniel H. Blumenthal
Title: Vice President
<PAGE>
Schedule 7.1(1)
Competitors
Comp Reseller News
Computer World
Dr. Dobbs
Game Pro
Home Office Computing
Incite
Industry Standard
Info World
InformationWeek
InternetWeek
MacAddict
Maximum PC
Network Computing
Network World
PC Gamer
PC Games
PC World
Smart Computing
The Net
Tips & Tricks
Var Business
Wired
Next Generation
PC Accelerator
<PAGE>
Schedule 7.1(ii)
Competitors of ZDNet
cnet.com
internet.com
earthweb.com
idg.com
cmp.com
andovernet.com
comdex.com
zdtv.com
happypuppy.com
gamerevolution.com
gamesdomain.com
ign.com
<PAGE>
Exhibit A
---------
Computer Gaming World
Electronic Gaming Monthly
Expert Gamer
Family PC
Inter@ctive Week
-----------
Official U.S. PlayStation Magazine
PC Computing
PC Magazine
PC Week
Smart Reveller
Yahoo! Internet Life
France
------
PC Expert
PC Direct
Germany
-------
PC Direct
---------
PC Professionell
----------------
Internet Professionell
----------------------
UK
--
PC Direct
---------
PC Magazine
-----------
It Week
-------
PC Gaming World
---------------
Australia
---------
PC Magazine
-----------
PC Week
-------
China
-----
PC Magazine
-----------
PC Week
-------
Smart Reseller
--------------
PC Computing
------------
<PAGE>
Exhibit B
---------
[Intentionally Omitted]
-----------------------
<PAGE>
Exhibit D
---------
Trademark Usage Guidelines
1. The Trademarks shall not be enclosed in any way by, combined with or
incorporated into or with any other words or marks, or modified in any other
ways. In each instance of use, the Trademarks shall be of a sufficient size and
on an appropriately contrasting background so that all words and logo elements
are plainly legible.
2. ZDNet will use its commercially diligent efforts to use the Trademarks only
as brands or adjectives followed by the common generic term for the Trademarks,
e.g., "PC Week Magazine". ZDNet shall not use the Trademarks in the genitive or
as a possessive, e.g., "PC Week's Table of Content" or "the Table of Contents of
PC Week".
3. ZDNEt shall use commercially reasonable efforts to include a notice that
the Trademarks are being used under license form Ziff Davis Media.
4. The Trademarks must include the symbol "TM" (or the symbol "(R)" if so
designated by Ziff David Media) or the following notice to where reasonable:
"[Trademark] is either a registered trademark or a trademark of Ziff Davis Media
Inc. in the United States and/or in foreign countries."
5. ZDNet shall not register domain names that contain or are confusingly
similar to the Trademarks.
6. Ziff Davis Media may reasonable amend these guidelines from time to time
upon at least one hundred eighty (180) days written notice to ZDNet, subject to
ZDNet's consent, which shall not be unreasonably withheld.
All terms used in this Exhibit D and defined in the Agreement shall have the
meanings ascribed to them in the Agreement.
<PAGE>
Exhibit E
---------
<TABLE>
<CAPTION>
E-mail Newsletters Magazines Publishing Frequency Distribution
------------------ ---------- ------------------- ------------
<S> <C> <C> <C>
Bill Machrone's New Product Alert PC Magazine 3x Weekly N/A
E-mail Readership Survey PC Week Monthly N/A
FamilyPC FamilyPC Weekly 70,000
Inter@ctive Week Alert Inter@ctive Week 2x Week N/A
----------- -----------
IT WEEK IT Week Weekly N/A
LINUX PC Week Daily - Monday thru Friday N/A
Miller's choice PC Magazine Weekly N/A
PC Direct pcdirect.co.uk Weekly N/A
PC Magazine Alert PC Magazine occasionally N/A
PC Week InBox Direct PC Week Monday thru Friday N/A
Sm@rt Reseller Online Sm@rt Reseller Monday and Thursday 60,000 to 70,000
----- -----
TIP OF THE DAY PCComputing Twice p/week 200,000+
Y2K Watch PC Week Weekly N/A
Y-Life Daily Bulletin YILO Daily 120,009
Y-Life Weekly YILO Weekly 28,370
Y-Life Music News YILO Weekly Start-up newsletter
</TABLE>
