CONFIDENTIAL LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT

Exhibit 10.1

CONFIDENTIAL

LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT

THIS LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT (the “Agreement”) is made and entered into as of September 2, 2004 (the “Effective Date”), by and between America Online, Inc., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as “AOL”), and America Online Latin America, Inc., a Delaware corporation, with its principal offices at 6600 N. Andrews Avenue, Suite 400, Ft. Lauderdale, Florida 33309 (hereinafter referred to as “AOLA”) (each a “Party” and collectively the “Parties”). All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Exhibit A attached hereto.

WHEREAS, the Parties have previously entered into the AOL License Agreement dated as of August 7, 2000 (the “License Agreement”), pursuant to which AOL licenses to AOLA certain Licensed Products (as defined in the License Agreement) upon the terms and conditions set forth in the License Agreement; and

WHEREAS, AOL acknowledges and agrees that the Content programming services provided by AOLA in the third and fourth quarters of 2003 are satisfactory, and the Parties have agreed that AOLA shall continue to provide localization, translation and content programming services for the AOL Latino service, as more specifically set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, AOL and AOLA hereby agree as follows:

3. Additional Services and Requirements.

4. AOLA Personnel

5. Product and Project Management

6. Fees and Expenses; Taxes.

7. Acceptance of Services; Change Requests.

8. Term and Termination

e. Effect of Termination.

IN WITNESS WHEREOF, the Parties hereto, each acting under due and proper authority, have executed this Agreement as of the Effective Date.

1

EXHIBIT A
DEFINITIONS

4. “AOL Service” shall mean the America Online® brand proprietary service.

8. “AOLA Territory” shall have the same meaning as “Territory” in the License Agreement.

17. “PRD” shall mean a product requirement document for any Product or Product Program.

18. “Product” shall mean any of the AOL Products, AOLA Products, or Latino Products.

2

Exhibit A-1
In Country Quality Assurance

3

Exhibit A-2
In Country Localization engineering

- Attend and contribute on bug scrubs when they occur on the project.

4

EXHIBIT B
TERMS AND CONDITIONS

I. NO RIGHTS IN AOL PROPERTY AND TRADEMARKS

Agreement Grants No Ownership or License. Nothing in this Agreement shall convey to AOLA any right, license, title, interest in and to the Work (as defined below), the AOL Look and Feel, or any other AOL property, property interest, license or right. For purposes of this Agreement, “AOL Look and Feel” means the elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention (including the digital implementations thereof) which are generally associated with interactive sites within the AOL Network, or any other AOL interactive site or service.

Agreement Grants No Right to Post Content. Unless specifically directed to do so by AOL pursuant to Schedule No. 1 or another Schedule, AOLA shall have no right under this Agreement to post or display content or other materials in any area of the AOL Network.

Agreement Grants No Right to Use Trademarks. Nothing in this Agreement grants AOLA any right to use any AOL trade name, trademark or service mark without the express written consent of AOL.

II. CONFIDENTIALITY; PROPRIETARY RIGHTS; SECURITY TRADING

Confidentiality. “Confidential Information” means this Agreement, and any and all software (whether in object code or source code), Documentation, data, drawings, benchmark tests, specifications, trade secrets, logins, passwords and other access codes, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not); schematics and other technical, business, financial and product development plans, forecasts, strategies and information; and any other information disclosed by one Party to the other which is conspicuously marked “confidential” or “proprietary” if in tangible form, or if orally disclosed is (i) identified as such at the time of disclosure or (ii) information that, when taking into consideration the circumstances surrounding disclosure of the same, a reasonable person would determine to be of a confidential or proprietary nature. Each Party recognizes and acknowledges that the other’s Confidential Information (and the confidential nature thereof) is critical to the business of the discloser and that the discloser would not enter into this Agreement without assurance that its Confidential Information and the value thereof shall be protected as provided in this Agreement.

Each Party acknowledges that the Confidential Information constitutes valuable trade secrets and each Party agrees that it shall use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other Party’s prior written consent.

Notwithstanding any provision of this Agreement, either Party may disclose this Agreement, in whole or in part (i) to its employees, officers, directors, attorneys, auditors, financial advisors and/or subcontractors who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement, and (ii) as reasonably deemed by a Party to be required by securities law. Each Party shall be responsible for ensuring that all contractors who have access to the other Party’s Confidential Information become bound to and comply with all of the restrictions applicable to such Party under this Agreement. Each Party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure.

However, neither Party bears any responsibility for safeguarding any information that (i) is in the public domain through no fault of its own, (ii) was properly known to it, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information or (v) is required to be disclosed by law, regulation or pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, receiving Party provides to disclosing Party prior notice (at least five (5) days if possible) of the intended disclosure and an opportunity to respond or object to the disclosure or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.

In the event of actual or threatened breach of the provisions of this section, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party shall promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

Without limiting the generality of the foregoing, AOLA shall not collect AOL Member screennames from public or private areas of the AOL Network and shall comply with AOL’s bulk e-mail and privacy policies.

Proprietary Rights. All work, Services, Deliverables, and materials performed or created under the Agreement (collectively, “Work”), including, but not limited to, (i) names, characters, protectable organizational structures, “look and feel”, other “brand” components, and (ii) all materials, writings, products, Deliverables developed or prepared for AOL by AOLA under the Agreement (whether or not completed) or provided or delivered to AOL by AOLA, its Assistants or their agents to AOL pursuant to this Agreement (collectively, “Materials”) are the property of AOL and all title and interest therein shall vest in AOL and shall be deemed to be a work made for hire and made in the course of Services rendered hereunder.

To the extent that title to any Works may not, by operation of law, vest in AOL or such Works may not be considered works made for hire, AOLA hereby irrevocably assigns to AOL all right, title and interest in and to any Work, including but not limited to any and all Materials and Inventions. All Works, including but not limited to Materials and Inventions, shall belong exclusively to AOL, and AOL shall have the right to obtain and to hold in its own name, copyrights, registrations, patents, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. AOLA agrees to give AOL and any person designated by AOL such reasonable assistance, at AOL’s request and expense, as is required to perfect, secure and protect AOL’s intellectual property and other rights set forth in this Section, including but not limited to executing all documents necessary to perfect, secure and protect such rights.

Unless otherwise requested by AOL, upon the completion of the Services or upon the earlier termination of the Agreement, AOLA shall immediately turn over to AOL all Work, including without limitation, any and all Materials and Inventions, developed pursuant to the Agreement.

Notwithstanding the foregoing, all right, title and interest in and to the following materials, works, inventions and properties, including any and all copyrights, patents, and other intellectual property and proprietary rights therein, shall reside in and/or remain in AOLA: (a) any intellectual property that AOLA developed or acquired prior to the commencement of the Services; (b) any intellectual property that AOLA develops or acquires independent of the provision of the Services to AOL, (c) the Licensed Software; or (d) subject to AOL’s ownership rights in the Materials and the Work, any and all new or improved ideas, designs, concepts, works, materials or other inventions (even if made or developed by AOLA during the course of rendering the Services or developing or preparing the Materials) which are improvements or derivative works of or incorporate AOLA’s intellectual property described in sections (a), (b) and (c) of this paragraph (collectively, the “Pre-Existing IP”).

Except as may be specifically set forth in any other agreement between the Parties (including, without limitation, the License Agreement), AOLA hereby grants to AOL a perpetual, fully-paid, non-exclusive and worldwide license to use (including, without limitation, the right to reproduce, prepare derivative works, adapt, distribute, perform, display and sublicense) and to make, have made, import, offer for sale, sell or have sold), by any manner and means now known or hereafter devised, any Pre-Existing IP that is incorporated in the Deliverables for the purpose of allowing AOL to make use of the Deliverables. AOL may exercise these rights through independent contractors and others performing services on its behalf.

Statements to Third Parties/Publicity. AOLA agrees that it will not, without prior written consent of AOL, use in advertising, publicity, or otherwise the name or any trademark or brand name of AOL in connection with this Agreement, or refer to the existence of this Agreement in press releases, advertising, or materials distributed to prospective customers. In the event that AOLA wishes to use AOL’s name or any mark or brand name of AOL in any type of advertising, publicity, or otherwise in connection with this Agreement, it shall submit such request in writing to AOL. If AOL does not respond within five (5) business days, AOLA shall have the right to escalate the issue to the Executive Vice President of Product Marketing. For the avoidance of doubt, this paragraph shall not affect in any way any rights granted to AOLA in any other agreement in connection with AOL’s trademarks or trade names.

III. REPRESENTATIONS AND WARRANTIES

Representations and Warranties. AOLA represents and warrants that: (1) in connection with all Services provided under this Agreement other than Services provided by the Dedicated Resources under Schedule No. 1: (a) AOLA is or will promptly and prior to the Effective Date become familiar with AOL’s current or then-current Terms of Service Agreement and Privacy Policy; (b) AOLA has or shall have the proper skill, training, and background so as to be able to perform in a competent and professional manner and that all work will be performed in accordance with applicable standards; (c) AOL shall receive free, good and clear title to all Work which may be developed by AOLA under this Agreement or which is provided or delivered to AOL by AOLA or AOLA’s Assistants, agents or representatives pursuant to this Agreement; including without limitation the Materials, which title shall be free and clear of any and all liens, encumbrances, claims or litigation, whether pending or threatened, (d) no Work, Deliverable or other materials delivered by AOLA to AOL hereunder, including without limitation the Materials, shall infringe on or violate (i) any copyright, trademark, patent, any music performance or other music related right, (ii) any other proprietary or other right of any third party, including but not limited to any third party right to privacy, (iii) any applicable law or regulation, or (iv) AOL’s Terms of Service or any AOL service guidelines or standards made available to AOLA by AOL, specifically including AOL’s Privacy Policy as it may be modified from time to time, and (e) no Work, Deliverable or other materials delivered by AOLA to AOL hereunder, including without limitation the Materials, shall contain any scandalous, libelous or unlawful matter or material; and (2) in connection with the Work performed and Deliverables provided by the Dedicated Resources, as between AOLA and AOL, and to the best of AOLA’s knowledge, AOL shall receive free, good and clear title to all Work and Deliverables which may be developed by the Dedicated Resources under Schedule No. 1 of this Agreement or which is provided or delivered to AOL by the Dedicated Resources pursuant to Schedule No. 1 of this Agreement; including without limitation the Materials, which title shall be free and clear of any and all liens, encumbrances, claims or litigation, whether pending or threatened; provided that this subsection (2) shall not create any duty of inquiry on the part of AOLA regarding the title to such Work, Deliverables, and/or Materials provided by the Dedicated Resources; and further provided that to the extent that AOLA has actual knowledge of any third party claim(s) or interest in any such Work, Deliverables, and/or Materials, AOLA shall notify AOL promptly in writing of such third party claim(s) or interest.

AOL represents and warrants to AOLA that as of the Effective Date and during the Term, AOL owns or controls and shall own or control the rights in and to the AOL Products necessary to effectuate the grant of rights with respect to the Localization Engineering and Localization Services under this Agreement.

Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (iv) SUCH PARTY ACKNOWLEDGES THAT THE OTHER PARTY MAKES NO REPRESENTATIONS, WARRANTIES OR AGREEMENTS, EXPRESS OR IMPLIED, RELATED TO THE SUBJECT MATTER HEREOF WHICH ARE NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

IV. INDEMNITY

Indemnity. AOLA shall defend, indemnify and hold harmless AOL, its officers, directors, agents, affiliates, distributors, franchisees and employees from any and all loss and third party claims, demands, liabilities, costs or expenses, including without limitation reasonable outside and in-house attorneys’ fees and expenses (“Liabilities”) resulting from (1) and in connection with all Services provided under this Agreement other than Services provided by the Dedicated Resources under Schedule No. 1: (a) actual or alleged infringement of any patent, copyright, or other property right (including, but not limited to, misappropriation of trade secrets) based on any software, program, service and or other materials furnished to AOL by AOLA pursuant to the terms of this Agreement, including without limitation, the Work, Services, Materials or Inventions, or the use thereof by AOL, (b) the payment of compensation or salary asserted by an employee or Assistant of AOLA, (c) any governmental determination that AOLA is not an independent contractor or litigation determining a change of AOLA’s independent contractor status, including liability for taxes and other penalties assessed upon AOL because of AOLA’s change or lack of independent contractor status, and (d) AOLA’s material breach of any obligation, duty, representation or warranty contained in this Agreement; and (e) the fault or negligence of AOLA and/or its Assistants; and (2) in connection with the Work performed and Deliverables provided by the Dedicated Resources, the willful misconduct or gross negligence of AOLA and/or the Dedicated Resources (other than as directed by an AOL employee).

AOL reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by AOLA hereunder. AOLA agrees, should AOL’s use of any service, program, and/or other material furnished to AOL by AOLA be enjoined by any court, to promptly obtain — at no expense to AOL — the right to continue to use the items so enjoined or, at no expense to AOL, provide AOL promptly with substitute items that are functionally equivalent to the enjoined products. If AOLA can not secure AOL’s right to continue using such items or substitute such items as provided herein, AOLA agrees to refund all sums earned under this Agreement relating to the provision of such specific items. The provisions of this subparagraph shall not apply to any Deliverables or Work created by the Dedicated Resources unless AOLA is otherwise required to provide AOL with indemnification for such Deliverables and/or Work as set forth in this Section IV.

AOL shall, at its expense, defend any action, suit or proceeding brought (other than by a shareholder of AOLA or any AOLA affiliate) against AOLA or any AOLA affiliate, to the extent it results from breach of a covenant or a representation or warranty by AOL under Section III of this Exhibit B and AOL shall indemnify and hold AOLA and any AOLA affiliate harmless from and against all Liabilities directly relating to or resulting from any such action, suit or proceeding, provided, however, that AOL shall not settle any claim without AOLA’s prior written approval, not to be unreasonably withheld, delayed or conditioned.

V. RELATIONSHIP WITH AOL MEMBERS

1. Solicitation of Subscribers. During the term of this Agreement and for a two (2) year period thereafter, AOLA shall not use the AOL Network (including, without limitation, the email network contained therein) to solicit AOL Members on behalf of another Interactive Service. More generally, AOLA will not send unsolicited, commercial email (i.e., “spam”) or other online communications through or into AOL’s products or services, absent a Prior Business Relationship. For purposes of this Agreement, a “Prior Business Relationship” will mean that the AOL Member to whom commercial email or other online communication is being sent has voluntarily either (a) engaged in a transaction with AOLA or (b) provided information to AOLA through a contest, registration or other communication, which included clear notice to the AOL Member that the information provided could result in commercial email or other online communications being sent to that AOL Member by AOLA or its agents. Any commercial email or other online communications to AOL Members which are otherwise permitted hereunder (i) will include a prominent and easy means to “opt out” of receiving any future commercial communications from AOLA and (ii) shall also be subject to AOL’s then-standard restrictions on distribution of bulk email (e.g., related to the time and manner in which such email can be distributed through or into the AOL product or service in question).

2. Collection of Member Information. AOLA shall ensure that its collection, use and disclosure of information obtained from AOL Members under this Agreement (“Member Information”) complies with (a) all applicable laws and regulations and (b) AOL’s standard privacy policies, available on the AOL Service at the keyword term “Privacy.” Except to the extent required by law, rule, regulation or government or court order, AOLA will not disclose Member Information collected hereunder to any third party in a manner that identifies AOL Members as end users of an AOL product or service or use Member Information collected under this Agreement to market another Interactive Service.

3. Email Newsletters. Any email newsletters sent to AOL Members by AOLA or its agents shall (a) be subject to AOL’s policies on use of the email functionality, including but not limited to AOL’s policy on unsolicited bulk email; (b) be sent only to AOL Members requesting to receive such newsletters; (c) not contain content which violates AOL’s terms of service; and (d) not contain any advertisements, marketing or promotion for any other Interactive Service.

4. As used in this Agreement, “AOL Member” shall mean any user of the AOL Network, including authorized users (including any sub-accounts under an authorized master account) of the AOL Service.

VI. GENERAL

Force Majeure. If and to the extent a party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such party (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed party shall be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.

Notice. ANY NOTICE REQUIRED OR PERMITTED UNDER THE TERMS OF THIS AGREEMENT OR REQUIRED BY LAW MUST BE IN WRITING AND MUST BE (A) DELIVERED IN PERSON, (B) SENT BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, (C) SENT BY OVERNIGHT AIR COURIER, OR (D) BY FACSIMILE, IN EACH CASE FORWARDED TO THE APPROPRIATE ADDRESS SET FORTH BELOW. EITHER PARTY MAY CHANGE ITS ADDRESS FOR NOTICE BY WRITTEN NOTICE TO THE OTHER PARTY. NOTICES WILL BE CONSIDERED TO HAVE BEEN GIVEN AT THE TIME OF ACTUAL DELIVERY IN PERSON, THREE (3) BUSINESS DAYS AFTER POSTING, OR ONE DAY AFTER (I) DELIVERY TO AN OVERNIGHT AIR COURIER SERVICE OR (II) THE MOMENT OF TRANSMISSION BY FACSIMILE.

In the case of AOL:
General Counsel
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: 703 ###-###-####

and to

Vice President, AOL Latino
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Fax: 650 ###-###-####

In the case of AOLA:
America Online Latin America, Inc.
6600 N. Andrews Ave., Suite 400
Ft. Lauderdale, FL 33309
Attn: General Counsel
Fax: 954 ###-###-####

No Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed to be deemed a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.

Entire Agreement. This Agreement (including the Exhibits and Schedules) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supercedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, including but not limited to, that certain Letter Agreement dated June 2, 2004, between AOL and AOLA, as amended. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties.

Amendment. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Party subject to enforcement of such amendment.

Further Assurances. AOLA shall take such action (including, but not limited to, the execution, acknowledgment and delivery of documents) as may reasonably be requested by AOL for the implementation or continuing performance of this Agreement.

Assignment. AOLA shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of AOL. Assumption of the Agreement by any successor to AOLA (including, without limitation, by way of merger, consolidation or sale of all or substantially all of AOLA’s stock or assets) shall be subject to AOL’s prior written approval. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.

Severability. If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

Remedies. Except where otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the Party may possess at law or in equity.

Choice of Law; Arbitration. This Agreement will be interpreted and construed pursuant to the laws of the State of New York and the United States without regard to conflict of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.

The Parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the Parties or any of their respective subsidiaries, affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby. If the Parties cannot resolve the Dispute within such timeframe, the Dispute shall be submitted to the Management Committee for resolution. For ten (10) days after the Dispute was submitted to the Management Committee, the Management Committee shall have the exclusive right to resolve such Dispute; provided further that the Management Committee shall have the final and exclusive right to resolve Disputes arising from any provision of this Agreement which expressly or implicitly provides for the Parties to reach mutual agreement as to certain terms. If the Management Committee is unable to amicably resolve the Dispute during the ten (10) day period, then the Management Committee will consider in good faith the possibility of retaining a third party mediator to facilitate resolution of the Dispute. In the event the Management Committee elects not to retain a mediator, the Dispute will be subject to the resolution mechanisms described below. “Management Committee” shall mean a committee made up of a senior executive from each of the Parties for the purpose of resolving Disputes under this Section and generally overseeing the relationship between the Parties contemplated by this Agreement. Neither Party shall seek, nor shall be entitled to seek, binding outside resolution of the Dispute unless and until the Parties have been unable to amicably resolve the dispute as set forth in this paragraph (a) and then, only in compliance with the procedures set forth in this Section.

Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of the arbitrator(s) (in which case such proceeding must be brought solely and exclusively in the United States District Court for the Southern District of New York or in the state courts of New York) all Disputes which may arise between the parties, out of, in relation to, or in connection with this Agreement, or the breach thereof, shall be finally settled by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association in effect as of the date the dispute arises. Any such arbitration shall be under the rules and administration of the American Arbitration Association’s New York, New York office, and all hearings shall be held in New York, New York. The arbitrator(s) shall enforce the express terms of this Agreement, shall follow the applicable law where the Agreement is silent on a matter in dispute, and shall have no authority to award punitive damages nor any damages expressly excluded by the terms of this Agreement. All proceedings in any arbitration shall be conducted in the English language. The arbitrator’s award may be enforced in any court of competent jurisdiction.

Export Controls. Both Parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data and shall not export or re-export any technical data, any products received from the other Party or the direct product of such technical data to any proscribed country listed in such applicable laws, regulations and rules unless properly authorized.

Limitations. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE AND ANY VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGE OF ANY KIND OR NATURE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT), TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF ANY OTHER PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE. EXCEPT AS PROVIDED ABOVE IN THE “INDEMNITY” SECTION, (I) LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES, AND (II) THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNTS PAYABLE HEREUNDER IN THE YEAR IN WHICH THE EVENT GIVING RISE TO SUCH LIABILITY OCCURRED; PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY UNDER THE PROVISIONS OF THIS AGREEMENT.

Headings. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

Surviving Sections. Each Section of this Agreement and the Schedules thereto which, by its nature and to effectuate the purposes of this Agreement, should survive any termination or expiration hereof, shall survive such termination or expiration.

Authority. Each of the individuals signing this Agreement on behalf of his/her respective company represents and warrants that he/she is authorized to do so, and that such company shall be bound thereby.

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EXHIBIT C
CONTENT LICENSE

1. Notice: Upon being notified of a Party’s (the “Requesting Party”) interest in Spanish-language content provided by third parties or on third-party sites linked to by the other Party (the “Licensing Party”), and subject to confidentiality provisions, the Licensing Party shall inform the Requesting Party whether the applicable license agreement allows (a) the Licensing Party to sublicense such content to the Requesting Party and (b) the Requesting Party to use and distribute such content in the United States, in the case of AOLA’s agreements, and in the AOLA Territory, in the case of AOL’s agreements.

2. License. For any Content identified pursuant to Section 3 of this Exhibit C (the “Identified Content”), the Licensing Party hereby grants to the Requesting Party, and solely to the extent available to the Licensing Party, the right to use, reproduce, market, store, distribute, have distributed, publicly and privately display, communicate, publicly and privately perform, transmit, have transmitted, create derivative works based upon, and promote the Identified Content through the AOL Latino Service, in the case of AOL, or in the AOLA Territory through the AOLA Network, in the case of AOLA. The Licensing Party shall specify at the time of its identification of Identified Content any restrictions on the above license rights applicable to the Identified Content.

3. Identification of Applicable Content: To the extent allowed by the applicable license agreements, and as the Licensing Party shall inform the Requesting Party as set forth in Section 1 of this Exhibit C,

3. Asset Tracking: As soon as AOLA has launched a content management system, AOLA will be responsible for accurately tracking the use of all AOL-provided assets within the AOLA Territory. As soon as AOL has launched a content management system, AOL will be responsible for accurately tracking the use of all AOLA-provided assets within the AOL Latino Service.

6

SCHEDULE NO. 1

DATED SEPTEMBER 2, 2004
TO
LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT
BETWEEN
AMERICA ONLINE, INC. AND AMERICA ONLINE LATIN AMERICA, INC. (“AOLA”)

DATED AS OF SEPTEMBER 2, 2004 (THE “AGREEMENT”)

I. Detailed Description of Services

AOLA shall provide the following services (the “Content Programming Services”) to AOL in connection with the AOL Latino Service by providing AOL with Dedicated Resources as set forth in Section II below:

A. Programming Services:

1. Create text for daily features and editorial content;

B. Design Services:

2. Provide support for product programming design needs; and
3. Produce mocks and other material required by the AOL Latino team.

II. Dedicated Resources

A. AOLA shall make available to AOL the following full time positions (each, a “Dedicated Resource”) devoted and 100% dedicated to the Content Programming Services during the term of this Statement of Work. The Parties acknowledge and agree that the Work set forth in this document that will be required to provide the Content Programming Services shall require the following Dedicated Resources during the term of this Statement of Work.

1. Two (2) programmers to support Entretenimiento;

2. One (1) programmer to support Deportes;

3. One (1) programmer to support Estilo de Vida;

4. One (1) designer; and

5. One (1) programmer to support Noticias.

AOLA will screen, interview and assign Dedicated Resources, and will comply with any other assignment criteria mutually agreed to by the Parties necessary to perform the Content Programming Services.

AOLA will manage all employment aspects of the Dedicated Resources assigned to AOL, to include hiring, employment-based counseling, terminations, salary review, performance evaluations, work schedules, orientation and placement. AOLA shall be solely responsible for the payment of wages and incentives to the Dedicated Resources for work performed on the Services hereunder, and will be solely responsible for applicable employment taxes.

B. Assignment. If AOLA does not retain the Dedicated Resources as set forth in Section II.A. above by the Hire Date, then the fees payable under this Schedule No. 1 shall be reduced on a pro rata basis for each person and each week during which there are any Dedicated Resources not retained.

C. Flexibility of Dedicated Resources: Upon sixty (60) days’ prior written notice, AOL may reasonably require that AOLA reallocate the programmers included in the Dedicated Resources to different channels within the AOL Latino Service or substitute one or more Dedicated Resources with different skill sets. To the extent that AOLA incurs any direct out-of-pocket costs for such substitution (e.g., severance and hiring costs) or reallocation (e.g., training costs) of Dedicated Resources, AOLA shall notify AOL of such costs in writing, and shall provide appropriate documentation; if AOL agrees to pay such costs, AOLA shall substitute or reallocate the Dedicated Resources as reasonably required by AOL.

D. Replacement of Dedicated Resources: If three (3) times in any thirty (30) day period, a Dedicated Resource delivers Work that either (1) does not materially meet AOL’s standards and requirements, as provided by AOL from time to time (the “Standards”) and is not cured as directed by AOL or (2) does not meet the delivery schedule for such work product (each such event, an “Occurrence”), AOL shall notify AOLA in writing of the third such Occurrence, and the parties will have a discussion within one week of the notice to try to resolve any problems. If over the next 30 days, there is another Occurrence, AOL shall have the right to have AOLA replace such Dedicated Resource within thirty days by delivering notice thereof to AOLA (a “Dedicated Resource Replacement Notice”). If AOLA is unable to find a qualified replacement for any terminated Dedicated Resource within 30 days of receipt of a Dedicated Resource Replacement Notice, AOLA shall provide a temporary Dedicated Resource that is fully dedicated to the Latino project until a permanent Dedicated Resource is retained. If such temporary Dedicated Resource is not fully dedicated or does not meet the Standards or delivery schedule over any two week period, the Service Fee shall be reduced pro rata (retroactive to the start date of such temporary Dedicated Resource) for each week such Dedicated Resource is not replaced. AOLA shall bear the costs related to replacing any such Dedicated Resource, including, but not limited to severance costs and hiring costs.

III. Payments

V. Other Terms.

This Statement of Work is hereby accepted by both parties:

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