Website Services Agreement between iVillage, Inc. and Hearst Communications, Inc.

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Summary

This agreement, effective December 19, 2003, is between iVillage, Inc. and Hearst Communications, Inc. iVillage will migrate, relaunch, and host Hearst’s CosmoGirl, Seventeen, and Teen magazine websites on its platform. iVillage is responsible for maintaining website features, functionality, and staffing, while Hearst will ensure cooperation from current hosts and secure necessary rights for content. The agreement outlines obligations for both parties regarding website management, employee transitions, and training. The websites will remain branded under Hearst and will not be integrated into the iVillage network.

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EX-10.26 3 b331061ex10-26.txt WEBSITE SERVICES AGREEMENT Exhibit 10.26 WEBSITE SERVICES AGREEMENT This Agreement (the "Agreement") has been entered into as of the 19th day of December, 2003 (the "Effective Date"), by and between iVillage, Inc. a Delaware corporation ("IV") located at 500 Seventh Avenue, New York, NY 10018 and Hearst Communications, Inc., a Delaware corporation ("Hearst") located at 959 Eighth Avenue, New York, NY 10019 (each a "party," and collectively, the "parties"). WHEREAS: A. IV produces and hosts third party websites for certain companies that feature selected content and material and are branded by the indicia of the third party companies; B. Hearst publishes the magazines CosmoGirl, Seventeen, and Teen branded specials (the magazines collectively known as the "Magazines") and maintains associated websites with each publication known as cosmogirl.com.seventeen.com. and TEEN.COM (the websites collectively known as the "Websites"), all of which are targeted to teenage girls; and C. Hearst and IV intend to enter into a relationship in which IV will migrate the Websites to IV's platform and relaunch the Websites that Hearst had heretofore maintained and thereafter will provide to Hearst certain hosting and production services in connection with the Websites in the manner set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. IV Obligations (a) Migration and Relaunch. IV agrees to migrate and relaunch each of the Websites to IV's platform in accordance with the schedule set forth at Exhibit A hereto. Until the Seventeen.com and Teen.com Websites are relaunched, they will be supported by IV at IV's third party vendor's data center on their existing server platforms, and will continue to offer the same array of content, features, applications and interactivity as offered prior to the migration, provided however that Hearst has obtained and secured all rights necessary in order for IV to maintain the same array of content, features, applications and interactivity during the migration and relaunch to IV. Hearst agrees to secure the cooperation of the current host of Seventeen.com and Teen.com in order to effect a timely, smooth transition to IV (or its third party vendor) so that the Websites may continue to operate following termination from existing host without interruption. Hearst will arrange for the current host of the CosmoGirl Website to continue to host such Website until the date of its relaunch by IV. Hearst is solely liable to pay any fees imposed by the current hosts of the Websites for services rendered through and including the migration to IV. Upon relaunch, the Websites will be supported by IV at IV's data center. It is understood and agreed that certain of the features of the Websites may be supported on platforms maintained by IV's third party vendors and that references herein to IV's platforms include the platforms of such third party vendors. Prior to relaunch, each of the Websites will be subject to acceptance testing by Hearst, as set forth at Exhibit A. The date of relaunch for each of the Websites is referred to as the "Relaunch Date". 1 (b) Features. During the migration period, IV and Hearst shall participate in strategic, technical and creative discussions to determine appropriate requirements for each Website upon relaunch, taking into account the branding and identity of each respective affiliated magazine. Upon relaunch, each Website will have features, applications, games and content (collectively the "Features") as specified at Exhibit B, or as mutually agreed upon by the parties. (c) Functionality. During the migration period, IV will rebuild the Websites so that upon relaunch, the Websites will have the following functionalities: all pages of the Websites will be tagged and capable of tracking metrics; standard newsletter templates will be in effect at each Website; customer service rules will be operational at IV; standard, consistent ad spaces will be implemented and the pages will be tagged and capable of receiving ads through DART(or an alternative third party tracking service as reasonably determined by IV and acceptable to Hearst); user interfaces to content management tools will be established to enable Hearst employees to update the Websites remotely; links will be established to a site designated by Hearst for the purpose of selling subscriptions to the magazines on-line; and the member databases of each Website will be migrated and implemented on the IV platform. The Websites will be operated on a stand alone basis and will not in any way be integrated into the iVillage network (except however that iVillage network service and vendor agreements may be utilized to provide certain services to the Websites), nor, will they in anyway bear the branding, indicia or trade dress of the iVillage network. (d) Staffing. During the migration period and following the relaunch of each Website throughout the Term and any Renewal Term, IV shall make no fewer than nine responsible employees available to perform IV's obligations set forth herein and to review and/or improve any changes or developments in the management, maintenance, design, operations, marketing and creative aspects of the Websites. IV shall be entitled to deploy additional employees and/or freelancers to aid in the migration and ongoing performance of services hereunder, provided all freelancers shall be retained on terms such that ownership of the results of their work product vests in the parties, consistent with the terms of this Agreement. Hearst shall be entitled to phone consultations, meetings, strategic consultations and brainstorming sessions at its request. IV shall implement any changes and/or developments in a timely manner that result from all meetings and consultations. IV agrees that the nine employees will include a dedicated client manager for Hearst, who will have responsibility for delivery of all editorial and marketing initiatives; a producer, designer and developer for each of the Seventeen and CosmoGirl Websites; and design and production personnel to support advertising initiatives. Hearst shall have the right to direct IV to redeploy the assigned personnel to other Websites on a temporary or permanent basis in the event that the production needs of any of the Websites require a realignment of staff, provided such nine employees will at all times be dedicated exclusively to the Websites. During the migration period, IV will offer employment to the following Hearst employees: Chris Gonzalez; Kim Rygiel; Jesse Mumford; and Yufang Chang. Hearst agrees not to offer any of the foregoing employees incentives to decline employment with IV. IV agrees to offer an opportunity for employment subject to the following conditions: IV will offer each employee an opportunity for employment with a similar base salary as currently paid by Hearst (exclusive of all employee benefits, severance, medical, 401K contributions, paid time off and so forth) and will further provide such employees an opportunity for employment that includes IV's standard employee benefit package. Notwithstanding anything to the contrary provided for herein, IV has the right to remove any individual performing services on the Websites if (i) IV reasonably believes that said individual is not qualified to perform the services or tasks required of that individual; or (ii) the individual does not meet appropriate professional standards as reasonably determined by IV; and in either case, IV will replace such individual with a qualified employee reasonably acceptable to Hearst. 2 (e) Content Management. After the Effective Date and up to thirty (30) days following the relaunch of each Website (or longer, if requested by Hearst), IV shall train Hearst employees in the use of the third party content management application utilized by IV (the "Content Management Application"), currently Vignette. Such training shall occur at reasonable times and durations to be mutually agreed upon. During the Term and any Renewal Term of this Agreement IV shall grant Hearst access to the Content Management Application as permitted by IV's site license solely for the purposes described in this subparagraph, provided that: (i) each Hearst employee complies with the confidentiality and right to use provisions provided for in the license agreement entered into between iVillage and Vignette Corporation (the "Vignette License Agreement") and (ii) each employee completes training on the software to IV's reasonable satisfaction. Following training, Hearst will require its employees to comply with IV's copy edit and quality control processes, to coordinate through IV with respect to art and production issues, to consistently report to IV with respect to which articles have been made live and to continuously update IV on features that have been updated. Hearst agrees to hold IV, its directors, officers, agents and employees harmless from and against any damages, costs or liabilities resulting from a Hearst employee's use of and access to the Content Management Application, including without limitation attorneys' fees, including any claim by Vignette alleging a breach by a Hearst employee of any right to use or confidentiality provisions provided for in the Vignette License Agreement. (f) Update Services. The parties anticipate that ongoing production of the Websites will be performed in part by IV and in part by Hearst, with original content and editorial material to be provided by Hearst pursuant to subparagraph 2(a) below, using the Content Management Application. IV will provide Hearst with password-protected remote access to the Content Management Application to enable Hearst to produce and update the Websites. A list of the production services to be provided by IV is included in Exhibit B, as the Exhibit maybe amended from time to time as mutually agreed to To the extent that IV is responsible for production, IV agrees to perform such services promptly in accordance with the timetables set forth at Exhibit A or as the parties may from time to time agree. During the Term and any Renewal Term of this Agreement, IV will post monthly updates to each of the Features on each Website tied to content in the latest issue of the associated magazine, as provided by Hearst (except in the case of Teen, such updates will correspond to publication of Teen special edition magazines, which may not be on a monthly basis). (g) Website Newsletter Mailings: IV will provide no less than the following newsletter services: for CosmoGirl, twenty mailings per year, as well as an additional ten mailings per year for CosmoGirl's 2024 project; and for Seventeen, two mailings per month using the standard website email templates created by IV. Additional mailings will be considered Value Added Features as hereafter defined. Upon commencement of this Agreement, Hearst will provide IV with a list of those names to whom newsletters should be sent (the "Newsletter List"). IV's customer service department shall be responsible thereafter for maintaining the Newsletter List, including complying with opt-in/opt-out requests by users and potential users. (h) Maintenance Services. During the Term of this Agreement and any Renewal Term, IV will provide maintenance services as specified in Exhibit C hereto (the "Maintenance Services"). 3 (i) Hosting Services. During the Term and any Renewal Term of this Agreement, IV shall provide hardware, software and bandwidth for the Websites as well as hosting and technical support services. Additionally IV shall cause the Websites to be available and operational 24x7 except for scheduled downtime for hardware maintenance and upgrades, which IV agrees to use best efforts to cause to be performed only between the hours of midnight to 5:00 am, EST. Additionally, IV will provide data storage and management of the member names for each Website and customer service systems to analyze and direct visitor email messages to Hearst. (j) Subcontractors/Third party vendors: Subject to Hearst's prior approval, IV may subcontract aspects of the services to be provided by IV and may delegate obligations hereunder to any person or entity other than an employee of IV. IV may also utilize the services of third party vendors in order to provide certain services, with the prior approval of Hearst, provided IV shall at all times remain liable to Hearst for its obligations hereunder. IV shall ensure that all subcontractors and vendors are bound by a level of confidentiality with regards to the Confidential Information (as herein defined) which is equal to that contained herein, and that, whenever possible, the results of their work product vests in the parties, consistent with the terms of this Agreement. Any fees owed to such subcontractors or third party vendors shall be the sole responsibility of IV. (k) Value Added Features: The fees set forth herein at paragraph 11 are intended to compensate IV for the services and Features described herein, predicated on the assumption that IV's obligations can be satisfied through the services of nine dedicated employees performing fulltime services for the Websites (together with such subcontractors and third party vendors that IV may engage), and recognizing, however, that the Internet is an ever changing and evolving medium and that over time, the Features and functionality of the Websites may alter from those described herein and that alteration of the Features and functionality, including without limitation, substitution of new Features, incorporation of evolving technology and implementation of new applications will not entitle IV to any increase in those fees. Notwithstanding, in the event that Hearst requests IV to create additional online features for the Websites as value-added components for advertisers and sponsors such as, by way of example and not limitation, e-mails on behalf of sponsors, viral e-cards and microsites, or if Hearst requests substantial and material additions to the Features or substantial and material alterations to the functionality of the Websites such that accommodation of such requests could not reasonably be accomplished with the level of staffing herein contemplated (collectively "Value Added Features") then the following will apply. Upon request by Hearst, IV will quote a fee for performing a Value Added Feature according to the rate card set forth at Exhibit D. Hearst shall be entitled to have a Value Added Feature performed by a third-party vendor contracted by Hearst if Hearst can procure performance for a fee less than that quoted by IV and in that event, IV agrees to provide Hearst's third party vendor with reasonable assistance and access to the Websites so that the Value Added Feature can be implemented, provided however that IV shall have no liability for damage to the Websites or Works (as hereafter defined), caused as a result of Hearst's third party vendor. In that event, IV will provide Hearst with technical specifications for Hearst to provide third party vendors to ensure that the work performed by such third party vendors is compatible with IV's systems. Notwithstanding, if Hearst requests a Value Added Feature and at the time of the request the dedicated staff described at paragraph 1(d) above (together with existing subcontractors and third party vendors) is capable of producing the Value Added Feature, then IV will produce the Value Added Feature without additional charge to Hearst. (1) Driving Users. IV agrees to use diligent efforts to achieve best industry practices to drive new and repeat user traffic to the Websites using its own search engines and other resources at all times during the Term and any Renewal Term. 4 (m) Hearst Approval. Hearst shall have the right of prior approval over all materials of any kind, and all plans and strategies created or developed by IV or its agents in connection with the services to be provided pursuant to this Agreement, including without limitation approval over all links proposed to be implemented from the Websites, all metatags proposed to be used to drive traffic, the functionality of the Websites and the content of all Features. Hearst shall also have the right of prior approval over all usage on or in connection with the Websites of all intellectual property belonging to or licensed by Hearst, including, without limitation, all Hearst-created or licensed content, text, photos, illustrations, Hearst trademarks, logos, symbols, domain names, and any other information or materials provided by Hearst to IV (collectively, "Licensed Property"). Whenever Hearst's approval is required hereunder, IV shall request such approval in writing and provide all necessary supporting materials with the request. Hearst, within five (5) business days of receipt of such request, shall respond with approval or disapproval. If Hearst has not responded with approval or disapproval within such five (5) business day period, such failure to reply shall be deemed disapproval of IV's request. Hearst will not unreasonably withhold or delay any approval required under this Agreement and Hearst acknowledges that time is of the essence with respect to such approval. 2. Hearst and IV Obligations. (a) Content. Except as otherwise requested by Hearst and agreed to by IV, Hearst shall employ its staff to supply, or caused to be supplied, all editorial material, privacy policies, terms of service, customer service templates, opt in language, member registration fields and original content for the Websites. Hearst shall also provide IV with pre-existing material made available to third parties for marketing or promotional materials to the extent appropriate for use by IV in performing its obligations hereunder. Hearst shall not be obligated to provide to IV any material that is subject to restrictions on distribution. All material provided hereunder by Hearst shall be deemed Licensed Property. (b) Distribution. Hearst and IV shall each endeavor to establish relationships with third-party online distributors ("Distributors") for such Distributors to carry portions of content from the Websites on the Distributors' sites, with links back to the Websites ("Content Distribution Relationships"). IV shall enter into no Content Distribution Relationship unless it shall have sought and obtained Hearst's prior written approval. IV, shall provide reasonable cooperation and technical assistance in respect of any Content Distribution Relationship that maybe established by Hearst. (c) Syndication. IV acknowledges and agrees that Hearst may syndicate all or portions of the Websites anywhere on the Internet, including Works based on IV Appplications (as those terms are defined at paragraph 3(c) hereunder, and provided any Works based on IV Applications will be run exclusively on IV's servers), and in addition may itself place, or may license third parties to place, content branded by any of the subject magazines anywhere on the Internet, including without limitation creating "mini-sites", without obligation to IV, provided however that, except in the case of termination of this Agreement for IV's breach, Hearst may not during the Term of this Agreement or any Renewal Term, terminate the services provided by IV hereunder with respect to one or all of the Websites and thereafter maintain such Website(s) elsewhere throughout the Internet. (d) Privacy Policies, Terms of Service and Compliance. The Websites will be governed by Hearst's privacy policies and terms of service. The parties intend for the Websites to at all times be in compliance with all applicable laws, regulations, and industry guidelines, whether now existing or subsequently enacted, including without limitation, the Children's Online Privacy Protection Act ("COPPA"), American Society of Magazine Editors' Guidelines on Best Practices for Digital Media, CARU guidelines on advertising to children, and all applicable federal or state anti-spamming statutes. 5 Unless otherwise agreed upon by the parties, the parties shall consult on how to best comply with such laws, regulations and guidelines and IV will institute, subject to commercial reasonableness, such measures, such as cookies, blocking mechanisms based on age, and other tools and functions as Hearst requests (collectively "Compliance Tools") to comply with such laws, regulations and guidelines. IV agrees to delete any postings (should it become aware of any such posting) that it believes, or that Hearst believes in its reasonable judgment could give rise to liability of any nature whatsoever. It is agreed and understood however that IV will not monitor user content posted to any message boards on the website. With respect to the conduct and contests and sweepstakes, the conduct of e-commerce, the collection and management of personally identifiable information, and management and dissemination of e-mail/mailing lists (collectively the "Compliance Hotspots") it shall be the responsibility of the party in a position to control and direct the activity involved to ensure that such Compliance Hotspot does not give rise to any legal liability. For example, Hearst shall have the responsibility to ensure that contests conducted by third party vendors or advertisers contracted by Hearst are conducted in compliance with applicable laws, and IV shall have such responsibility for contests conducted by IV. Similarly, with respect to list management, to the extent that IV's customer service department has responsibility for managing opt-ins and opt-outs, IV shall have responsibility to ensure that requests are handled in a fashion that does not give rise to legal liability. 3. Intellectual Property Rights. (a) Marks. Hearst hereby grants IV a non-exclusive, non-sublicenseable worldwide license to use Hearst's trademarks and logos associated with the, magazines as Hearst may from time to time specify (collectively, "Marks") only as necessary to perform its obligations in accordance with the terms of this Agreement. All goodwill attributed to the Marks will inure to the benefit of Hearst exclusively and IV agrees that it will not during or after the Term attack or challenge the validity of the Marks. IV agrees that a breach of the foregoing would cause the other irreparable injury not compensable in money damages and therefore IV agrees that in the event of a breach or threatened breach by IV of the foregoing, the other party shall have the right to immediate injunctive relief. (b), Derivative Works. Hearst hereby grants to IV, and IV accepts from Hearst, during the Term and any Renewal Term of this Agreement, the non-exclusive worldwide license and right to do any or all of the following, solely for the purposes described in this Agreement and subject in all cases to the prior approval of Hearst which shall be deemed denied if not granted affirmatively in a writing or oral conversation: (i) adapt, edit, change, modify and alter the Licensed Property or otherwise create derivative works based upon the Licensed Property (the "Derivative Works") on or as part of the Websites or promotion thereof; (ii) utilize and reproduce the Licensed Property and Derivative Works in digital form of display on the Websites alone or in combination with other works, including, but not limited to, text, data, images, advertisements, photographs, illustrations, animation, graphics, video or audio segments, and hypertext links, on or as part of the Websites or the marketing and promotion thereof; (iii) reproduce, record, rerecord, translate, digitally or electronically transmit, transfer, communicate, display, broadcast, perform, distribute, or synchronize in timed relation, or otherwise use the Licensed Property and Derivative Works, in whole or in part, on or as part of the Websites; and (iv) use the Licensed Property and Derivative Works in whole or in part in connection with the packaging, promotion, or advertising of the Websites. 6 (c) Work for Hire. Any and all materials of any kind developed by or on behalf of IV solely in connection with this Agreement, including but not limited to Derivative Works, domain names, URL's, artwork, logos, graphics, video, text, data, and other materials supplied by or on behalf of IV to Hearst in connection with this Agreement but excepting only materials supplied by subcontractors and third party vendors as to which such third parties retain rights (collectively, the "Hearst Property"), shall be deemed to be "works for hire" and shall be the sole and exclusive property of Hearst. To the extent any Hearst Property may for any reason not be deemed a work for hire, IV does hereby grant and assign to Hearst all right, title and interest which IV may have now or in the future acquire in and to such Hearst Property, including but not limited to all copyrights and other intellectual property rights. IV shall not post any Hearst Property to the Websites without the prior approval of Hearst which shall be deemed denied if not granted affirmatively in a writing or oral conversation. The Licensed Property and the Hearst Property shall collectively be known as the "Works." Notwithstanding the foregoing, Hearst acknowledges that IV has or will provide pursuant to this Agreement certain proprietary technology and other materials (as may be determined in IV's discretion) including but not limited to any underlying software, tools, scripts, programming code, subroutines processes, architecture, hardware, data information, third party software, HTML code, content, graphics, multimedia files, program applications and functionality (collectively "IV Applications"), and all such IV Applications shall be the exclusive property of IV and Hearst Property shall not include any IV Applications unless IV agrees to create a new application solely and exclusively for Hearst. By way of example, the text (e.g., clues) and page graphics apparent to a viewer of a quiz shall, as between the parties, be the property of Hearst. The underlying graphic template and the application that runs the quiz shall be an IV Application. Subject to the terms hereof, IV hereby grants to Hearst a non-exclusive, non transferable, revocable, worldwide license to use during the term hereof, the IV Applications that IV actually supplies or provides to Hearst hereunder. The IV Applications shall be used only as specified and approved by IV and shall not be modified in any material manner by Hearst or Hearst's third party vendors, without prior written approval of IV. The parties acknowledge and agree that said limited license granted to Hearst shall terminate upon the termination or expiration of this Agreement. All rights specifically not granted to Hearst are reserved by IV. Hearst agrees not to decompile, decrypt, reverse engineer, disassemble or otherwise reduce any of the IV Applications. Accordingly, but without limiting the generality of the foregoing, Hearst may, in its sole discretion, modify, edit, add to, delete from, distribute, license, duplicate, use, and otherwise exploit the Works in any manner and by any means, media, method, device, process or medium now known or hereafter developed. Hearst, at its sole expense, shall have the sole right to register such Works for copyright protection (provided however, to the extent a Work contains an IV Application, Hearst will so indicate on the registration form and will make no claim to ownership of such IV Application, and Hearst will comply with the restrictions on use of such IV Applications set forth herein). IV agrees that it will not at any time do or cause to be done any act or thing contesting or impairing or intended to impair the foregoing ownership rights of Hearst and IV will execute and deliver any additional documents which Hearst deems necessary to further evidence Hearst's ownership of copyright or other rights described herein. If IV fails or neglects to execute such additional documents, Hearst may do so in IV's name and IV hereby appoints Hearst as its irrevocable attorney-in-fact solely for the purposes described herein. 4. Advertising and User Trafficking (a) Ad Serving. During the Term and any Renewal Term, iVillage will provide ad serving (including exit pop-ups) for up to 100,000,000 impressions (in the aggregate across all the Websites) per month (exclusive of rich media, as hereafter defined) and will provide personnel as set forth in paragraph 1(d) to handle ad trafficking. Impressions in excess of that amount will charged to Hearst at the rate of $.15 per thousand. Any ads requiring rich media may result in additional fees payable to third party services, and Hearst shall be responsible for either paying those fees directly or reimbursing IV, as applicable. IV shall have no right to solicit advertising or sponsorships for the Websites, which shall be the sole responsibility of Hearst, nor shall IV have any entitlement to participate in any revenues generated from such sales. As used herein, "rich media" means all advanced advertising technology (such as but not limited to HTML,`Dynamic HTML (DHTML), Enliven, Flash, Java, Javascript, Audiobase, Bluestreak, Unicast) as opposed to standard advertising, which describes static or animated graphic files and which are generally served by DART or similar advertising services. 7 (b) Cooperation. IV agrees that it will (i) cooperate fully with any entity selected by Hearst that produces, designs or develops advertising to be placed on the Websites ("Advertising Firm"); and (ii) cooperate with Hearst and Advertising Firm in implementing technology to place advertising on the Websites, so long as such implementation is not unreasonably burdensome on IV provided however that ad placement and ad sizes throughout the Websites are based upon industry-standard page layout and industry-standard ad sizes. (c) Data Collection. IV agrees to collect, at a minimum, data detailing the number of unique visitors to each of the Websites each month, the number of page views of each user, the number of click throuhs on all advertising graphics leading away from each of the Websites, and such other information as may during the Term and any Renewal Term be available to IV to collect via IV's then-existing third party tracking services but in all cases subject to Hearst's prior written approval. The Websites will be provided no less than the same level of data collection as enjoyed by iVillage.com as of the date of this Agreement, and shall be entitled to any increased level of data collection that iVillage enjoys during the Term or any Renewal Term provided iVillage has secured, or is able to secure the rights necessary to provide such increased level of data collection to the Websites without incremental cost to iVillage. Such data collection is anticipated to be done through DoubleClick/DART and Web Trends, or other equivalent data collection company ("Data Collectors"). The parties will agree on the frequency and timing of such reports, and the reports shall be made available on-line whenever possible, provided however that the frequency and online availability shall not exceed that which is available to IV pursuant to its then-current agreements with Data Collectors. (d) User Information. Any and all data and information about, or provided by, registered and non-registered end users of the Websites at any time whether or not included in a database and/or any report, including, but not,limited to, name, mail address and email address, and information pertaining to newsletter subscribers and user who have opted in to receive e-mails ("User Information"), shall be the sole and exclusive property of Hearst and shall be provided to Hearst on a monthly basis in the following manner and to the attention of the following individual: General Manager, Teen Web Sites. User Information shall not include i) data and information about, or provided by end users of IV.com, whether registered to IV.com or not, unless such users have also visited the Websites, and ii) shall not include polling or survey data, collected by IV or an IV controlled company unless such polling or survey was conducted on the Websites and all such information described as set forth in this subparagraph 4(d) hereunder shall be the exclusive property of IV. 5. Subscription Sales. IV agrees to post on portions of the Websites designated by Hearst links to a Hearst-designated site of which the user may purchase online subscription to magazines designated by Hearst. IV shall have no entitlement to any compensation or commission with respect to such subscription revenue except in the following circumstance: in the event that IV establishes a Content Distribution Relationship and it can be demonstrated by IV (by evidence reasonably satisfactory to Hearst) that an online subscription order was generated by the Distributor, then IV shall be entitled to a commission in respect of such subscription (but not in respect of any renewals thereof) in the amount of 30% of Net Subscription Revenue actually received by Hearst. As used herein, Net Subscription Revenue means gross revenue actually received by Hearst less any sales, use or similar taxes. Hearst shall have no obligation to pay any fee in respect of any such subscription orders to IV's Distributor, which shall be the sole obligation of IV, and IV agrees to indemnify and hold Hearst harmless against any claims from such Distributors alleging entitlement to any share of such subscription revenues. Upon request, TV will serve pop-up or pop-under subscription offers as well as rich media offers, as designed by Hearst, on the Websites, the placements of which will be determined by Hearst from time to time. 8 6. Representations and Warranties. (a) IV represents and warrants that: (i) it has the full power and authority to enter into this Agreement and fully perform all of its obligations hereunder without violating the legal or equitable rights of any third party and has all rights necessary to enter into this Agreement and to grant the rights granted hereunder to Hearst; (ii) it shall not posts on the Websites or otherwise provide to the Websites any: (i) IV Applications; (ii) to the extent not created pursuant to Hearst's request, any Hearst Property; (iii) additions to or edits of Licensed Property or conduct any Compliance Hotspots under its control, in any manner that (a) infringes on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including without limitation COPPA); (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene or pornographic or contains child pornography; (e) violates any laws regarding unfair competition, antidiscrimination or false advertising; or (f) to the best of IV's knowledge, contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (iii) it will not post on the Websites any content or alter the functionality of the Websites except pursuant to Hearst's approval as set forth herein, and will use the Licensed Property, Marks and Hearst Property only for the purposes authorized by this Agreement; (iv) the services performed hereunder shall be of a professional nature and shall be performed by knowledgeable and skilled personnel; (v) any Compliance Tools it implements will be fully operational and capable of performing the function for which they are intended; and (vi) the Websites will be operated in accordance with the terms contained in the Websites terms of service and privacy policies provided by Hearst. (b) Hearst represents and warrants that: (i) it has the full power and authority to enter into this Agreement and fully perform all of its obligations hereunder without violating the legal or equitable rights of any third party and has all rights necessary to enter into this Agreement and to grant the rights granted hereunder to IV; (ii) it shall not provide any Licensed Property to IV or conduct any Compliance Hotspot under its control or direct IV to create or have created any Hearst Property or IV Application in any manner that: (a) infringes on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including without limitation COPPA); (c) is defamatory trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene or pornographic or contains child pornography; (e) violates any laws regarding unfair competition, antidiscrimination or false advertising; or (f) to the best of Hearst's knowledge; contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and 9 (iii) the Newsletter List provided by Hearst has been compiled in accordance with COPPA and in keeplng with the terms and conditions of the privacy policies and terms of use applicable to the Websites at the time that Newsletter List was compiled. 7. Term and Termination. (a) Term and Renewal. The term of this Agreement shall commence on the Effective Date and terminate on the second anniversary thereof (the Term"). This Agreement will automatically renew for additional one (1) year renewal periods (each, a "Renewal Term") unless either party provides the other party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term, unless terminated as set forth in subparagraph(b) below. (b) Renewal Fees. The Maintenance Fee (as defined at paragraph 11(b)) payable to IV for each Renewal Term shall be determined after good faith negotiations between the parties in the event of requests by Hearst for the delivery of new Features, enhancements, services, and maintenance requirements, but in no instance shall Renewal Fees be less than the fees payable during the immediately preceding term (it being understood that if Hearst requests Features, services and maintenance commensurate with those delivered during the Term, the fees will be increased only by the cost of living adjustment described herein at paragraph 11(b)). If after sixty (60) days from the commencement of such negotiations (which must commence no sooner than one hundred and fifty (150) days prior to the end of the Term or Renewal Term, as applicable), the parties are not able to agree on the fees payable in connection with a Renewal Term, then either party may terminate this Agreement effective as of the end of the then-current Term or Renewal Term. (c) Breach. Either party may terminate this Agreement upon thirty (30) days' written notice of any alleged material breach and the other party provided that material breach is not cured within such thirty (30) day notice period. (d) Termination. Either party may immediately terminate this Agreement if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject as a bankrupt to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise. In the event that IV becomes the subject of any bankruptcy proceeding, Hearst shall be entitled to the benefits afforded a licensee of intellectual property pursuant to the provisions of 11 USC sec. 365(n). Hearst shall be liable and shall promptly pay to IV any sums due for services rendered, materials delivered, and/or expenses incurred up to the date of termination. In addition, Hearst may terminate the portion of this Agreement relating to any individual magazine if it should cease to publish the print version of any of the subject magazines in the United States, however, in such event, IV shall be entitled to receive the entire Integration Fee (if not already paid to IV by Hearst) and an amount equal to the monthly Maintenance Fee installment actually earned in respect of the subject magazine site to date of termination. In the event Hearst terminates this Agreement, Hearst agrees to pay IV the entire Integration Fee (if not already paid to IV by Hearst) unless such termination occurs as a result of IV's breach during the migration period. 10 (e) Transition. Upon termination or expiration of this Agreement, IV will work in cooperation with Hearst to effect a smooth transition to Hearst or its designee so that the Websites may continue to operate following termination or expiration without interruption, provided however that absent IV's written agreement, such transition period will not extend for a period of more than sixty (60) days following termination. The fees payable to IV for such transition services will be mutually determined by the parties based upon the length of such transition period and the scope of the duties to be performed by IV, provided no fees will be payable if this Agreement terminates in the event of IV's breach. Such transition shall include: (i) transporting all files, code, data, and all other content and materials associated with the Websites to Hearst or to any third party designated by Hearst; (ii) revising the domain pointer; (iii) Upon request by Hearst, assigning the Vignette license agreement to Hearst, pursuant to the terms set forth in the Vignette license, as well as all Hearst content database and member data to Hearst or its designee; (iv) establishing and/or revising any necessary databases for new web servers; and (v) cooperating in the transfer or modification of relevant information concerning any domain names associated with the Websites. IV has no obligation to provide Hearst with IV Applications upon the expiration or termination of this Agreement. Hearst acknowledges that should any IV Applications embodied on the Websites be transferred to Hearst by IV as part of the transition of the Websites, such IV Applications are transferred to Hearst "AS IS" with no warranties or representations of any kind either express or implied made by IV. Additionally Hearst acknowledges that IV has no obligation to provide Hearst with any third party services, licenses or content provided to the Websites during the Term except to the extent such third party content was provided on a work made for hire basis as set forth in Section 3(c), and excepting the Vignette license, if requested by Hearst, provided however that Hearst is responsible or annual maintenance fees with respect to the Vignette license. Accordingly, Hearst shall assume all costs and expenses related to the utilization of any such third party services, licenses or application utilized in by IV or utilized within an IV Application, including, but not limited to, any licensing fees to such third parties: 8. Disclaimer of Warranty. OTHER THAN AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL SERVICES PROVIDED BY IV HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS WITHOUT FURTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND IV HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IV MAKES NO WARRANTY WHATSOEVER THAT THE WEBSITES OR THE IV WEBSITE SHALL RUN WITHOUT INTERRUPTION OR BE ERROR FREE. 11 9. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER A PARTY HAS ADVISED OR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY. EXCEPT FOR AMOUNTS THAT A PARTY MAY BE REQUIRED TO PAY ARISING AS A RESULT OF A THIRD PARTY CLAIM UNDER PARAGRAPH 10 BELOW, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAYABLE TO IV BY HEARST UNDER THIS AGREEMENT. 10. Indemnity. (a) Hearst Indemnity. Hearst agrees to defend, indemnify and hold harmless IV, and its directors, officers, agents and employees from and against any and all claims, suits, damages, losses, costs, liabilities, expenses and fees (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from (a) any breach of the warranties set forth in paragraph 6(b), any Licensed Property, Hearst Property, or user-generated content on the Websites, except (i) to the extent arising from IV's unauthorized or unapproved use of Licensed Property on the Websites; and (ii) to the extent arising from the creation by IV of Hearst Property other than in accordance with the specific instructions of Hearst and to the extent the claim or liability arises for reasons other than as a result of IV's compliance with those instructions, (c) the operation of any Compliance Hotspot under Hearst's control, and (d) the operation of the Websites prior to the Effective Date (except in the case of CosmoGirl.com, relating to the operation prior to the Relaunch Date). (b) IV Inndemnity. IV agrees to defend, indemnify and hold harmless Hearst and its directors, officers, agents and employees from and against any and all claims, suits, damages, losses, costs, liabilities, expenses and fees (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from (a) any breach of the warranties set forth in paragraph 6(a), (b) any content including IV Applications (excluding: (i) Licensed Property when used on the Websites in the manner authorized or approved by Hearst; (ii) user-generated Content on the Websites; and (iii) Hearst Property but only to the extent such Hearst Property was created by or for IV in accordance with the specific instructions of Hearst and to the extent the claim or liability arises as a result of IV's compliance with those instructions) created, developed, published or distributed by IV and (c) the operation of any Compliance Hotspot under IV's control. (c) Defense. Each party's rights as the indemnified party ("Indemnitee") pursuant to this paragraph 10 require that (i) the indemnifying party (the "Indemnitor") be promptly notified in writing of any relevant claim or suit, (ii) the Indemnitor have the sole control of the defense and/or settlement thereof provided it selects counsel reasonably acceptable to Indemnitee, (iii) the Indemnitee furnishes to the Indemnitor, on request, information available to the Indemnitee for such defense, and (iv) the Indemnitee cooperates in any defense and/or settlement thereof as long as the Indemnitor pays all of the Indemnitee's reasonable out of pocket expenses and attorneys' fees. The Indemnitee shall not admit any such claim without prior consent of the Indemnitor. The Indemnitee shall have the right to participate in the defense of any proceeding with counsel of its own choice at its own expense. 12 11. Payment. (a) Relaunch Fee. Hearst shall pay to IV a fee for migration and relaunch services ("Integration Fee") in the aggregate amount of Three Hundred and Fifty Thousand ($350,000) Dollars in amounts and times as described herein in Exhibit A. (b) Maintenance, Production and Hosting Fee. Hearst shall pay to IV a monthly fee in respect of each magazine Website for site hosting, site maintenance, ongoing production services, database management and all other technical services as described herein ("Maintenance Fee") as follows: $30,000 per month in respect of the Seventeen Website, commencing as of the Effective date; $5,000 per month in respect of the Teen Website commencing as of the Effective date; and $30,000 per month in respect of the CosmoGirl Website, commencing as of the Relaunch Date. The Maintenance Fee is subject to increase on the first anniversary of the Effective Date and upon the commencement of any Renewal Terms in the event that the cost of living index applicable to CPIW (code CWUR000SHO - urban wage earners and clerical) increases by more than 5% over the index measure in effect as of the prior year, the amount of such increase to be calculated by the percentage of the increase in the CPIW in excess of 5%; i.e. - if the CPIW increases by 6%, IV will be entitled to a 1% increase in the Maintenance Fee. (c) Installment. The Maintenance Fee shall be payable in monthly installments. IV shall submit invoices to Hearst at the end of each calendar month for payment of the preceding month's portion of the Maintenance Fee. Such invoices shall be payable net thirty (30) days from Hearst's receipt. (d) Hearst Revenues. Unless otherwise agreed to by Hearst and IV or as specifically set forth herein, IV shall have no entitlement whatsoever to any revenues that Hearst may derive from or in connection with e-commerce from the Websites and magazine subscription sales. (e) All Inclusive. The fees set forth in this Paragraph 11 are in full and complete consideration for all the services to be performed by IV as set forth herein, including any fees owed by IV to subcontractors and third party vendors, excepting only fees for Value Added Features, if any. 12. Credit and Publicity. (a) Credit. IV shall be permitted to place legal notices, disclaimers, and "powered by" design credit on the Websites, subject to Hearst's approval, which shall not be unreasonably withheld. Such visible uses by IV shall be of significantly lesser prominence and frequency than the visible uses of Hearst's Licensed Property. (b) Publicity. The parties hereto shall work together to draft a mutually agreed upon press release regarding this Agreement and the relationship established thereby, and shall distribute such press release at such time and in such manner as the parties shall determine upon further consultation. Neither party hereto shall create or release any press release regarding this Agreement or the relationship established thereby except as described above, provided however that IV may use Hearst's name and logo on its website and marketing materials for the purpose of identifying Hearst as a client of IV. 13 13. Confidentiality. Prior to and during the Term and any Renewal Term of this Agreement, each party hereto (the "Disclosing Party") may disclose to the other party ("Recipient") information in connection with the performance of this Agreement, and Recipient may otherwise discover information about the Disclosing Party in connection with this Agreement. All such information about the Disclosing Party, including but not limited to technical and business information relating to the Disclosing Party's editorial, marketing and subscription plans, concepts or ideas; products; research and development; production; costs, processes, profit or margin information; finances; customers; and future business plans, shall be deemed "Confidential Information." All Confidential Information shall remain the sole property of Disclosing Party and Recipient shall have no rights to or in the Confidential Information. Recipient shall hold the Confidential Information in strict confidence. Recipient shall not make any disclosure of the Confidential Information (including methods or concepts utilized in the Confidential Information) to anyone without the express written consent of Disclosing Party, except to employees, consultants, third party vendors, subcontractors or agents to whom disclosure is necessary to the performance of this Agreement and who shall be bound by the terms hereof or to the extent it is required to disclose such information in the context of any administrative or judicial proceeding, provided that prior written notice of such disclosure and an opportunity to oppose or limit disclosure is given to Disclosing Party. Confidential Information may be disclosed by IV or Hearst as required by applicable law or regulation, but only if, prior to any such disclosure, IV or Hearst shall, to the extent permitted by applicable law, first give the other a reasonable opportunity to review the proposed disclosure and to comment thereon and to provide for the protection of the Confidential Information. Notwithstanding the foregoing, Recipient shall have no obligation under this Agreement with respect to any Confidential Information disclosed to it which: (i) Recipient can demonstrate was already known to it at the time of its receipt hereunder; (ii) is or becomes generally available to the public other than by means of Recipient's breach of its obligations under this Agreement; (iii) is independently obtained from a third party whose disclosure is not known to Recipient to violate any duty of confidentiality; or (iv) is independently developed by or on behalf of Recipient without use of or reliance on any Confidential Information furnished to it under this Agreement. 14. General Provisions. (a) Relationship of Parties. It is understood and agreed that the parties hereto are independent contractors pursuant hereto, and nothing contained herein shall be construed or deemed to make the parties hereto partners or joint ventures, nor shall either party or any of its agents or employees be construed or deemed to be an employee of the other party hereto. (b) Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission or electronic mail (provided acknowledgment of receipt thereof is delivered to the sender), sent by certified, registered mail or overnight mail. Any such notice shall be deemed given when so delivered personally, or sent by facsimile transmission or electronic mail or, if mailed by certified, registered mail, three (3) days after the date of deposit in the United States mail, or, if mailed by overnight mail, one (1) day after the date of deposit with a reputable overnight mail service. Each such notice shall be sent to the address of the party set forth below or such other address as shall have been specified by notice hereunder. 14 If to Hearst: Hearst Communications, Inc. 959 Eighth Avenue New York, NY 10019 ###-###-#### (phone) 212 ###-###-#### (fax) Attn: President, Magazines Division With copy to counsel: Office of General Counsel The Hearst Corporation 959 Eighth Avenue New York, NY 10019 ###-###-#### (phone) 212 ###-###-#### (fax) If to IV: iVillage, Inc. 500 Seventh Avenue New York, NY 10018 Steve Elkes, Senior Vice President Business Affairs With a copy to: Legal Department iVillage, Inc. 500 Seventh Avenue New York, NY 10018 14th Floor New York, NY 10036 ###-###-#### (phone) 212 ###-###-#### (fax) (c) Solicitation of Employees. Except with respect to the employees described at paragraph 1(d), neither party shall knowingly solicit for employment any of the other party's personnel during the Term or any Renewal Term. The foregoing shall not preclude either party from making announcements of hiring opportunities available to the public at large. In addition, in the case of Hearst, this restriction applies only to the Hearst Magazines Division. (d) Entire Agreement: Amendment. This Agreement, together with any schedules and Exhibits attached hereto and made a part hereof, constitutes the entire agreement between the parties as to the subject matter hereof, and shall supersede all prior understandings, letters, agreements, contracts and other documents. This Agreement may not be amended except by an instrument in writing signed on behalf of each party hereto. 15 (e) Governing Law: Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. Any action brought to resolve a dispute arising from the interpretation, construction or enforcement of this Agreement shall be brought in a federal or state court in the State of New York. Each of the parties hereto hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by United States registered or certified mail postage prepaid at its address set forth herein. (f) Limitation on Authority. Neither party shall have the right, authority or power, and neither party shall hold itself out as having the right, power or authority, to create any contract or obligation, express or implied, binding upon the other party, other than agreements related to advertising entered into by IV hereunder. (g) Assignment. Neither party may assign this Agreement, and its rights, licenses and obligations hereunder without the prior written approval of the other, except to any affiliate or acquirer of all or of substantially all of its equity securities, assets or business relating to the subject matter of this Agreement, or pursuant to any intra-group re-organization in the sole discretion of the re-organizing party. Notwithstanding the foregoing, Hearst shall have the right to terminate this Agreement in the event of any assignment by IV of substantially all of IV's assets to an entity which is a direct magazine competitor of Hearst in the young adult or teen market, including but not limited to Teen People, Elle Girl, Teen Vogue, Twist, Mademoiselle, Jane or YM. (h) Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto. (i) Compliance with Law. The parties shall comply with all applicable international, federal and state laws and regulations in performance of their respective rights and obligations hereunder. (j) Survival. Paragraphs 3(c), 4(d), 6, 7(e), 8, 9, 10, 13 and 14(e) shall survive the expiration or termination of this Agreement for any reason. (k) Force Majeure. Neither party shall be liable for delay or default in the performance of its obligations under this Agreement (except monetary payments) and such delay or default shall not be grounds for termination of this Agreement to the extent such delay or default is caused directly or indirectly by conditions beyond its reasonable control, including but not limited to fire, flood, accident, earthquakes, acts of war, terrorism, court order, communication lines failure, electrical outages, network failures, hosting failures, acts of God, strikes, lockouts or labor difficulties (the "Event"). Upon the occurrence of an Event, the non-performing party shall be excused from any further performance of those of its obligations pursuant to this Agreement affected by the Event for as long as a) such Event continues and b) such party continues to use commercially reasonable efforts to recommence performance whether and to whatever extent possible without delay. The party delayed by the Event will immediately notify the other party of the occurrence of an Event and describe in reasonable detail the nature of the Event. In such event, the time requirements, Term and any Renewal Period provided for in this Agreement shall be suspended for the period of such delay or default. If the Event exceeds ten (10) days, then the parties shall negotiate in good faith a review of the existing obligations required under this Agreement and determine a new course of action or settlement, as mutually agreed pursuant to such review. If the parties cannot agree on a new course of action or settlement within five (5) business days or such extended period as the parties may agree to, then this Agreement shall terminate and Hearst shall pay all amounts due IV then owing prior to the occurrcrnce of the Event and IV shall return all existing Materials and other materials belonging to Hearst. 16 (1) Exclusivity. Nothing in this Agreement shall be deemed to restrict IV from providing any of the services provided to Hearst under this Agreement to any other party. Notwithstanding the foregoing, during the Term and any Renewal Term: IV shall not enter into any agreement in which IV shall provide web design services or hosting services to the following, magazines, Teen People, Elle Girl, Teen Vogue, Twist, Mademoiselle, Jane or YM. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, effective as of the Effective Date IV: iViiiage, Inc. By: -------------------------------- Name ------------------------------ Its ------------------------------- Date: -------------------------- Hearst: HEARST COMMUNICATIONS, INC. By: /s/ Eve Burton -------------------------------- Name Eve Burton ------------------------------ Its VP/General Counsel ------------------------------- Date: 12/19/03 -------------------------- period as the parties may agree to, then this Agreement shall terminate and Hearst shall pay all amounts due IV then owing prior to the occurrence of the Event and IV shall return all existing Materials and other materials belonging to Hearst. (l) Exclusivity. Nothing in this Agreement shall be deemed to restrict IV from providing any of the services provided to Hearst under this Agreement to any other party. Notwithstanding the foregoing, during the Term and any Renewal Term: IV shall not enter into any agreement in which IV shall provide web design services or hosting services to the following magazines:, Teen People, Elle Girl, Teen Vogue, Twist, Mademoiselle, Jane or YM. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, effective as of the Effective Date. IV: iViiiage, Ins. By: /s/ Steve A. Elkes -------------------------------- Name Steve A. Elkes ------------------------------ Its SVP ------------------------------- Date: 12/19/03 -------------------------- Hearst; HEARST COMMUNICATIONS, INC. By: -------------------------------- Name ------------------------------ Its ------------------------------- Date: -------------------------- 17 EXHIBIT A Migration and Relaunch A. The schedule for Migration and Relaunch is as follows: Seventeen.com: On or before December 31, 2003, 100% of the existing Website will be migrated to IV's subcontractor's data center and available to the public. On or before March 31, 2004, the Website will be fully Relaunched. The Relaunch Fee applicable to Seventeen.com is $200,000 payable in twenty-four equal monthly installments commencing the month of the Effective Date of the Agreement. Teen.com: On or before December 31, 2003, 100% of the existing Website will be migrated to IV's subcontractor's data center and available to the public. On or before March 31, 2004, the Website will be fully Relaunched. The Relaunch Fee applicable to Teen.com is $50,000 payable in two installments; 1/2 in January 2004, and 1/2 upon Acceptance of the Relaunched Website. CosmoGirl.com: The Website will be migrated and relaunched on or before March 1, 2004. The Relaunch Fee applicable to Cosmogirl.com is $100,000 payable in twenty-one equal monthly installments commencing upon Acceptance of the Relaunched Website. B. Acceptance. (1) Acceptance Testing. Prior to acceptance of the relaunch deliverables ("Deliverables"), the Deliverables will be subject to prompt evaluation and testing by Hearst, as provided herein. Following the delivery of Deliverables, with the assistance of IV, as reasonably required or requested, Hearst shall test the Deliverables to evaluate such Deliverables and to determine whether they conform in all material respects to the specifications for the Deliverables contained herein. Hearst shall promptly complete any such testing, but not later than five business (5) days after delivery by IV of any Deliverable. (2) Not later than three (3) business days, following completion of testing and/or inspection of any of the Deliverables, Hearst will provide IV with a written acceptance of the Deliverables or a written statement of material errors to be corrected (a "Statement of Errors"). If Hearst provides IV with a Statement of Errors, then IV will promptly, using diligent efforts and at no additional charge, correct such errors and re-deliver the Deliverables to Hearst for re-testing. The foregoing procedure will be repeated until Hearst accepts the Deliverables. In the event Hearst rejects one or more material components of the Deliverables, IV and Hearst shall negotiate in good faith an alternative or replacement element or a reduction of the Relaunch Fee and Maintenance Fee. Hearst will not unreasonably withhold or delay acceptance or approval of any Deliverables and Hearst acknowledges that time is of the essence with respect to such acceptance or approval. 18 EXHIBIT B Features/IV Production Services Features During the Term, and during any Renewal Term, IV shall deliver, and update (pursuant to the frequency intervals set forth for each below), the following features and applications (collectively, the "Features") as specified below. Notwithstanding anything to the contrary provided for herein (if, in fact, there is anything herein to the contrary) the Features/IV Production Services set forth in this Exhibit B are governed by the staffing criteria set forth in Sections 1(d) and 1(k). Seventeen.com: See attached. In addition to the attached IV will furnish three new features: win it; Little Black Book and one yet to be specified. Teen.com: See attached. CosmoGirl.com: See attached. In addition to the attached, IV will furnish services for up to ten new features, which may be games, quizzes or other features as specified by Hearst, will host pages for CosmoGirl's arrangement with wireless mobile providers, will provide 10 additional newsletters per year to promote a "Sneak Peak" at new issue, will develop a daily horoscope e-mail for kids that sign up, and will update the user and sweepstakes database daily. To the extent the features listed on the attachments describe current content from the magazines, it is understood that such features will be updated to coincide with new issues of the magazines. As requested by Hearst, there may be password protected areas of the Websites available on a gratis basis only to users designated. 19 SECTION #1: ALL ABOUT YOU: http: //www.teenmag.com/allaboutyou/ - - Index.page remains - w/o seventeen.com sections, LOVE FAQs an SHAPE UP. YOUR POETRY: - ------------ http://www.teenmaq.com/allaboutyou/poetry/poetry 120103 9.html http://www.teenmaq.com/allaboutyou/poetry/poetry 120103 8.html http://www.teenmag.com/allaboutyou/poetry/poetry 120103 7.html http://www.teenmag.com/allaboutyou/poetry/poetry 120103 6.html http://www.teenmag:com/allaboutyou/poetry/poetry 120103 5.html http://www:teenmag.com/allaboutyou/poetry/poetry 120103 4.html http://www.teenmag.com/allaboutyou/poetry/poetry 120103 3.html http://www.teenmag.com/allaboutyou/poetry/poetry 120103 2.html http://www.teenmag.com/allaboutyou/poetry/poetry 120103 1.html YOUR FICTION: - ------------- http://www.teenmag.com/allaboutyou/fiction/fiction 121003 l.html httl://www.teenmag.com/allaboutyou/fiction/fiction 092003 1.html http://www.teenmag.com/allaboutyou/fiction/fiction 061203 1.html http://www.teenmag.com/allaboutyou/fiction/fiction 010503 l.html http://www.teenmag.com/allaboutyou/fiction/fiction 110402:1.html REAL LIFE: - ---------- Meet Taylor, Christi and Karen. They're Three Friends in Rehab. http:/www.teenmag.com/allaboutyou/real life/012402 I.shtml A lowlife professor messed with her head. http://www teenmag.com/allaboutyou/real life/122001 l.shtml Is Someone You Know a Binge Drinker? http://www teenmag com/allaboutyou/rea1 life/112901 l.shtml Diary of a Runaway. http://wwwiteenmag.eom/allaboutyou/real life/110201 1.shtml Suicidal Friends: Scary Signs You Shouldn't Ignore http://www.teenmag.com/allaboutyou/real life/100401 i.shtml When good kids go (really, really) bad http://www.teenmag.6om/allaboutyou/real life/082201 l.shtml "MY PARENTS AND SISTER WERE KILLED IN A CAR CRASH" http://www.teenmag.com/allaboutyou/real life/080801 1.shtml My Mom Killed, Herself: http:/www.teenmag.com/allaboutyou/real life/072501.shtml A day in the Life: Living with Aids: http://www.teenmag.com/allaboutyou/real life/071201 l.shtml Bingeing and Purging: http://www.teenmag.com/allaboutyou/real life/062501 1.shtml Shoplifting http://www.teenmag.com/allaboutyou/real life/061501 l.shtml Putting Off Putting Out: http://www.teenmag.com/allaboutyou/real life/052401 l.shtml Boyfriends who abuse: httpo.//www.teenmag.com/allaboutyou/real life/032101 1.shtml Get a Better Body Image: http://www.teenmag.com/allaboutyou/real life/062900 1.shtml Cutting: http://www.teenmag.com/allaboutyou/real life/0110200 l.shtml He Only Wanted Me for Sex http://www.teenmag.com/allaboutyou/real life/091400 1:shtml SECTION #2: 411: section will not be ported. SECTION #3: ADVICE: http://www.teenmag.com/advice/ - - Index page remains - Will not port the seventeen.com sections FRIEND IN NEED or JILL'S HIP TIPS BEAUTY Q&A: - ----------- How can I reduce the redness of my zits? http://www.teenmag.com/advice/beauty qa/032502.shtml When I blowdry, my hair gets frizzy: http://www.teenmag:com/advice/beauty qa/031102.shtml How to get great lashes: http://www.teenmag.com/advice/beauty qa/010702.shtml Your,Top 5 Hair Question Answered: http://www.teenmag.com/advice/beauty qa/012802.shtml LOVE DOCTOR: - ------------ Things with my boyfriend are moving WAY too quickly. How can I slow him down without pissing him off? http://www.teenmag.com/advice/love doctor/051602.shtml My bf is TOO NICE! It drives me nuts! http://www.teenmag.com/advice/love doctor/050202.shtml I'm not ready to kiss my bf. What should I do? http://www.teenmag.com/advice/love doctor//32102.shtml The guy I like is cheating on his girl to be with me Is this a bad sign? http://www.teenmag.com/advice/love doctor/021402.shtml BOY BEHAVIOR: - ------------- What kind of things do you talk about with guys on the phone? http://www.teenmag.com/advice/boy behavior/041702.shtml I'm falling in love with a great guy but he does drugs. http://www.teenmag.com/advice/boy behavior/040302.shtml My boyfriend got drunk and tried to fool around with someone else! http://www.teenmag.com/advice/boy behavior/022702.shtml My B/F cheated. Should I give him a second chance? http://www.teenmag.com/advice/boy behavior/022002.shtml "I slept with my best friend's boy friend. http://www.teenmag.com/advice/boy behavior/010902.shtml WHAT'S YOUR PROBLEM? - --------------------- "My friend is always complaining that 'ugly' guys like her" http;//www.teenmag.com/advice/problem/032202.shtml "I can't control my eating splurges" http://www.teenmag.com/advice/problem/041902.shtml "I think my crush likes my older sister" http://www.teenmag.com/advice/problem/050302.shtml "Everyone's jealous of my looks and clothes." http://www.teenmag.com/advice/problem/020402.shtml SEX & BODY - ----------- Boobs: A Complete Owner's Manual http://www.teenmag.com/advice/sex body/042602.shtml I have a serious problem: I pull my hair out. http://www.teenmag.com/advice/sex body/020402.shtml What to expect at the Gynecologist: http://www.teenmag.com/advice/sex body/092801.shtml Getting your first period: http //www.teenmag.com/advice/sex body/051101.shtml As Your Body Turns: Welcome to Puberty http://www.teenmag.com/advice/sex body/020801.shtml A Girl's Guide to Pads and Tampons: http://www.teenmag.com/advice/sex body/0122100.shtml Section #4: FUN: http://www.teenmag.com/fun/ - -Index page remains - Seventeen.com sections will NOT be ported WHY ME: - ------- http://www.teenmag.com/fun/whyme/whyme 080802 9.html http://www.teenmag.com/fun/whyme/whyme 080802 8.html http://www.teenmag.com/fun%whyme/whyme 080802 7.htm1 http://www.teenmag.com/fun/whyme/whyme 080802 6.html http://www.teenmag.com/fun/whyme/whyme_080802_5.html http://www.teenmag.com/fun/whyme/whyme 080802 4.html http://www.teenmag.com/fun/whyme/whyme 080802 3.html http://www.teenmag.com/fun/whyme/whyme 080802 2.html http://www.teenmag.com/fun/whyme/whyme_080802_1.html http://www.teenmag.com/fun/whyme/whyme 101802 9.html http://www.teenmag.com/fun/whyme/whyme 101802 8.html - ---------------------------------------------------- http://www.teenmag.com/fun/whyme/whyme_101802_7.html http://www.teenmag.com/fun/whyme/whyme_l01802_6.html http://www.teenmag.com/fun/whyme/whyme_101802_5.html http://www.teenmag.com/fun/whyme/whyme_101802_4.html http://www:teenmag.com/fun/whyme/whyme_101802_3.html http://www.teenmag.com/fun/whyme/whyme_101802_2.html http://www.teenmag.com/fun/whyme/whyme 101802 l.html MY SO BAD - --------- http://www.teenmag.com/fun/mysobad/mysobad_082002_9.html http://www:teenmag.com/fun/mysobad/mys6bad_082002_8.html http://www.teenmag.com/fun/mysobad/mysobad_082002_7.html http://www.teenmag:com/fun/mysobad/mysbbad_082002_6.html http://www.teenmag.com/fun/mysobad/mysobad_082002_5.html http://www.teenmag.com/fun/mysobad/mysobad_082002_4.html http://www.teenmag.com/fun/mysobad/mysobad_082002_3.html http://www.teenmag.com/fun/mysobad/mysobad_082002_2.html http://www.teenmag.com/fun/mysobad/mysobad_082002_1.html http://www.teenmag.com/fun/mysobad/mysobad_073002_9.html http://www.teenmag.com/fun/mysobad/mysobad_073002_8.html http://www.teenmag.com/fun/mysobad/mysobad_073002_7.html http://www.teenmag.com/fun/mysobad/mysobad_073002_6.html http://www.teenmag.com/fun/mysobad/mysobad_073002_5.html http://www.teenmag.com/fun/mysobad/mysobad_073002_4.html http://www.teenmag.com/fun/mysobad/mysobad_073002_3.html http://www.teenmag.com/fun/mysobad/mysobad_073002_2.html http://www.teenmag.com/fun/mysobad/mysobad_073002_1.htm1 FORTUNE TELLER: - --------------- http://www.teenmag:com/fun/horoscopes/fortuneteller/ PASSION PREDICTOR: - ------------------ http://www.teenmag.com/fun/horoscopes/passionpredictor/ QUIZZES: - -------- Is he Healthy for You? http://www.teenmag.com/fun/quizzes/032602.shtml Are you a Good Friend? http://www.teenmag.com/fun/quizzes/030502.shtml Are you in a rush to grow up? http://www.teenmag.com/fun/quizzes/092901.shtml Do you know what guys think? http://www.teenmag.com/fun/quizzes/041602.shtml Are you body conscious? http://www.teenmag.com/fun/quizzes/1ll00l.shtml Are you ready for a boyfriend? http://www.teenmag.com/fun/quizzes/052502.shtml What kind of friend are you? http://www.teenmag.com/fun/quizzes/012202.shtml Do you always have to have your own way? http://www.teenmag.com/fun/quizzes/020902.shtml Are you a blabebrmouth?. http://www.teenmag.com/fun/quizzes/012902.shtml How happy are you? http://www.teenmag.com/fun/quizzes/032302.shtml POP QUIZZES: - ------------ GWEN'STEFANI http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=gwen USHER http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=usher SMALLVILLE http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=smallville FRIENDS 1 http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=friends FRIENDS 2 http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=friends2 JESSICA SIMPSON http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=jessica PRINCE WILLIAM http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=princewilliam THAT 70s SHOW http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=70s GILMORE GIRLS http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=gg GILMORE GIRLS 2 http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=ggg ADAM SANDLER http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=sandler CHICK ROCKERS http://www.teenmag.com/fun/popquizzes/quiz.epl?quiz=rock Section #5 STYLING' http://www.teenmag.com/stylin/ - -------- - -:Index page remains - Seventeen.com stuff, FASHION FILE, BEAUTY PICK and TRY IT ON will NOT be ported. SU CASA: - -------- Revamp your Room: http://www.teenmag.com/stylin/sucasa/121901 l.shtml Flowered Mirror: http://www.teenmag.com/stylin/sucasa/120501.shtml Flower Bag: http://www.teenmag.com/stylin/sucasa/042501.shtml Embroidered Bags: http://www.teenmag.com/stylin/sucasa/041801.shtml Homemade facials: http://www.teenmag.com/stylin/sucasa/021401.shtml Customize Your Walls: http://www.teenmag.com/stylin/sucasa/011601.shtml HAIR: 101: - ---------- Dressed Down Holiday Hair! http://www.teenmag.com/stylin/hairl0l/121301_l.shtml Taming Rebel Hair: Getting Straight Hair Is Possible http://www.teenmag.com/stylin/hair101/101801_1.shtml Finally! Tresses That Obey Your Commands http://www.teenmag.com/stylin/hairl0l/080701_l.shtml This look is made to be messy! http://www.teenmag.com/stylin/hairl0l/040201.shtml A quick and easy updo http://www.teenmag.com/stylin/hairl0l/012201.shtml Curl Power http://www.teenmag.com/stylin/hairl0l/0122600.shtml Straight Away! http://www.teenmag.com/stylin/hair101/0112300.shtml Long Hair http://www.teenmag.com/stylin/hairl0l/0100900_l.shtml Make Everday a Good Hair Day http://www.teenmag.com/stylin/hair101/091200_1.shtml Hair Crime: Don't Get Caught! http://www.teenmag.com/stylin/hairl0l/090500_l.shtml 'Dcs You Can Do http://www.teenmag.com/stylin/hair101/070400. l.shtml SKIN: 101 - --------- Haw To Have Perfect Skin: http://www.teenmag.com/stylin/skin/ My skin is getting bad. What can I do to get rid of these zits? http://www:teenmag.com/advice/sex body/110901.shtml Fix Skin Flaws: http://www.teenmag.com/advice/sex body/091401.shtml All About Acne: http://www.teenmag.com/advice/sex body/080301.shtml Your Skin and the Sun: http://www.teenmag.com/advice/sex body/062501 l.shtml Section #6 Star Stuff: Entire section will not be ported. - ----------- Per our understanding, iVillage will receive HTML of all pages on current site. They will also get.SWF files of all games and love temperature and .JPGS of past features. Below is a list of the pages on the current site of cosmogirl.com and a list of the pages that need to be brought over from Alloy and archived.
Feature URL On new si - ------- --- --------- CURRENT SITE CG! Celebrity Yearbook Main page http:www.cosmogirlcom/yearbook/index.asp Yes E-card http://java.cosmogirl.com/CosmoGirl/yearbook/ecard/index.jsp?userid=32&ceteb=1 http://java.cosmogirl.com/CosmoGirl/yearbook/ecard/index.jsp?userid=32&celeb=2 http://java.cosmogirl.com/CosmoGirl/yearbook/ecard/index.jsp?userid=32&ceIeb=3 http://java.cosmogirl.com/CosmoGlrl/yearbook/ecard/index.jsp?userid=32&ceteb=4 http://java.cosmogirl.com/CosmoGirl/yearbooklecard/index.jsp?userid=32&celeb=5 http://java.cosmogirl.com/CosmoGirl/yearbook/ecard/index.jsp?userid=32&celeb=6 Astrolovematch Main page http://www.cosmogirl.com/astrolovematch/ Yes Result pages 144 pages Love temperature Main page Yes Quiz Main page http://www.cosmogirl.com/quiz/ Yes question pages 6 pages results pages 3 pages What's Your Story Main page http://www.cosmogirl.com/whatsyourstory/ Yes Question pages 30 questions Club 2024 Main page http://www.cosmogirl.com/2024/ Yes members page http://www.cosmogirl.com/2024/ intern page http://www.cosmogirl.com/2O24/members.asp intern application http://www cosmogirl.com/2O24/pdf/CG!2024_application.pdf Fashion Addict Main page http://www cosmogirl.com/fashionaddict/index.html Yes
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All Media Units yes PAST HTML 2024-CG! of the year No Kiss of Approval Beauty Survey No Kiss of Approval Fashion Survey No AIDS Survey quiz No Kiss of America No Scandal No Answering Service No Send and Score No JPGS Survival of the Sexiest CG! of the Year Hot Boyfriend Naked Eye candy Kiss of Approval Beauty Kiss of Approval Fashion Scandal Answering Service Send and Score Affiliate Program One-off E-cards REPORTS Poll results and list Astrolovematch text Webtrends reports 2024 newsletters CG! e-zines EXHIBIT C Maintenance Services Basic Maintenance Commencing with each applicable Relaunch Date and continuing through the Term and any Renewal Term of this Agreement, IV shall provide or arrange for the provision of such maintenance as is necessary and appropriate to enable Hearst to maintain and operate the Websites as fully functional websites, including: (i) regular maintenance of all software and hardware, such maintenance to include but not be limited to reviewing the Websites for technical errors; (ii) 24 hour/7 day a week technician monitoring/support; (iii) assuring that all supporting hardware and server software are maintained in good repair; (iv) keeplng all software licenses related to the Websites current; (v) regularly reviewing hotlinks contained on the Websites to ensure they are correct and current; (vi) precautions against external electronic invasion of the supporting system; (vii) advertising placement, billing and collection services and operational support. Each month during the Term and any Renewal Term, IV will create a backup tape ("Tape") of all materials posted to the Websites and place all such Tapes in the care of an off-site data storage utilized by IV. IV will enter into a written agreement with such storage Hearst that will provide for the Tapes to be released to Hearst upon request for any reason, or upon termination or expiration of this Agreement. IV's current data storage company is Vital Records. SEVENTEEN.COM CONTENT LIST
SECTION SUB-SECTION ARTICLE NAME. - -------- ----------- ------------ Beauty Beauty Tip of the Day Beauty Tip of the Day Beauty Beauty School 12 Ways to Bathing Bliss! Beauty Beauty School From Blunder to Beauty Beauty Beauty School Tips from a Celeb Makeup Artist Beauty Beauty School The Commandments of Coloring Your Hair Beauty Beauty School Be Beautiful - All Weekend Long Beauty Beauty School Help Me, Seventeen- Your Top Ten Beauty Dilemmas Beauty Beauty School 6 Hot-Weather Hairstyles Beauty Beauty School Go Golden: Do the Self-Tanning Thing Right Beauty Beauty School Liner Notes: How to Get Celebrity Eyes Beauty Beauty School Q & A: Tackling the Treasure Trail Beauty Beauty School Great Tips for Growing Your Bangs Beauty Beauty School Wear White Without Washing Out Beauty Beauty School Feet First: Pedicure Tips Beauty Beauty School Q & A: Getting Pretty Between Classes Beauty Beauty School We Kiss You! Red Lips for Everyone Beauty Beauty School Q & A: Cute Summer Styles Beauty Beauty School Snippy! Get the Haircut You Want Beauty Beauty School How to Hide a Zit Beauty Beauty School Dealing with Blackheads Beauty Beauty Buzz The Prom Diaries Beauty Beauty Buzz 5 Hometowns, 5 Great Looks Beauty Beauty Buzz Sun 101: Don't Get Burned Beauty Beauty Buzz How to Get a Britney Body Beauty Beauty Buzz Blue Eyeshadow It's Baaaaackl Beauty Beauty Buzz My First Facial Beauty Beauty Buzz Beauty Myths and Secrets Beauty Beauty Buzz Beauty Potions You Can Whip Up at Home Beauty Beauty Buzz The Seventeen Spa: A Fuzzy Robe with Your Name on It Beauty Beauty Buzz Our Editors' Secret Weapons Beauty Beauty Buzz Perfect Plaits: Braids are Back! Beauty Rate It! 4 Non-Blondes Return to Their Roots Beauty Rate It! 17 Under $17: Pudgy Pencils Beauty Rate It! 17 Under $17: All That Glitters Beauty Rate it! 17 Under $17: Bronzed Beauty Beauty Rate It! 17 Under $17: Summer Spritzers Beauty Rate It! 17 Under $17: Chocolate Makeup Beauty Rate It! 17 Under $17: Golden Glow Beauty Rate It! 17 Under $17: Red Alert! Beauty Rate It! 17 Under $17: Grainy Scrubs Beauty Rate It! 17 Under $17: Rub-a-Dub-Dub Soaps Beauty Rate It! 17 Under $17: Rose-Colored World Beauty Rate It! 17 Under $17: Do Good and Look Good Beauty Test Drive Test Drive: Hair Goop Beauty. Test Drive Test Drive: Kissable Lips Beauty Test Drive Test Drive: Sunscreen Beauty Test Drive Test Drive: Deep Conditioners Beauty Test Drive Test Drive: Beauty at the Beach Beauty Test Drive Test Drive: Holiday Shimmer Beauty Test Drive Test Drive: Lip Gloss Beauty Test Drive Test Drive: Mascara. Beauty Test Drive Test drive: Moisturizers Beauty Test Drive Test Drive: Nail Polish Beauty Hair 2003 We've got Hair Mania Beauty Hair 2003 The Corrimandments of Color: Everything you ever want Beauty Hair 2003 24 Hot Hair Tips: Having a bad hair day? We're here to Beauty Hair 2003 Snippy! Get the haircut you, want. Beauty Hair 2003 The 17 Hair Booster Beauty Hair 2003 Test Drive: Hair goop Beauty Hair 2003 Test Drive: Deep conditioners Beauty Hair 2003 Hot-Weather Hairstyles: Six flirty beat-the-heat 'dos. Beauty Hair 2003 17 Under $17: Cool off and soften your hair and skin wit Beauty Hair 2003 Are you high maintenance about your hair? Beauty Hair 2003 Your Beauty 'Tude: Which fall face is you? Fashion Get the Look 15 Fab Party Dresses: Take Your Pick! Fashion Get the Look School Zone UT-Austin: Lone-Star Style! Fashion Get the Look The Perfect Skirt for Your Shape Fashion Get the Look School Zone: The(degree)Life and Style of NYU students Fashion Get the Look Bundle Up! Pick Your Favorite Fall Coat Fashion Get the Look Sweaters for Every Stripe Fashion Get the Look Rocker Shopper: Our Reader Gets a Makeover by Lillix! Fashion Get the Look It's in the Bag: Cute Fall Carry-alls Fashion Get the Look Super-sized URLS for Bodacious Babes! Fashion Get the Look Slim Shady: Skinny Pants for Any Legs Fashion Get the Look A Few of Ashanti's Favorite Things Fashion Get the Look Hippie Chick: Retro-Inspired Duds Fashion Get the Look The Best Frock for Your Figure Fashion Get the Look Get Into the Fashion Action, Charlie's Angel-Style Fashion Get the Look Spring Fashion: Cheap or Steep? Fashion Get the Look Tomboy Chic: 5 Tough-But-Sweet Looks Fashion Get the Look Seeing Red: Cheap or Steep? Fashion Get the Look 17 Shopper: Vintage Vibe Fashion The Buzz Surfer Girl: Off the Runway, Into the Waves Fashion The Buzz Solar Power: This Season's Hottest Shades Fashion The Buzz What Are Trendsetters Wearing This Minute? Fashion The Buzz Wanna Work in Fashion? Fashion The Buzz Bra Basics Fashion The Buzz Busy Philipps' Relaxed Style Fashion The Buzz Flip-flop 'til You Drop! Fashion The Buzz Fringe Benefits Fashion The Buzz Behind the Hangers Fashion The Buzz Skirts and Pants: Together at Last Fashion The Buzz Surf Chic Fashion The Buzz Vegetarian Shoes! Fashion The Buzz This Summer, Put a Lid on It Fashion 17 Shoots Take a Backstage Peek at Fashion Week! Fashion 17 Shoots A Day in the Life of a Young Model Fashion 17 Shoots Go to Homecoming with TV's Hottest Teens! Fashion 17 Shoots 5 Models Tell Us What's Inside Their Pretty Heads Fashion 17 Shoots Devon and Tyrese: Beach Blanket Babes Fashion 17 Shoots From Girl-Next-Door to Gorgeous Glamourpuss Fashion 17 Shoots Behind-the-Scenes at a '50s Fashion Shoot Fashion 17 Shoots Couples In-Sync Fashion 17 Shoots Dancing Lessons at a Minis Fashion Shoot Fashion 17 Shoots How to Have a Preppy Prom Fashion Hot Stuff Lacy Tops That Get Our Vote! 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Fashion Hot Stuff Super Shorties Fashion Hot Stuff Dreamy Prom Dresses Fashion Hot Stuff Retro Sneakers Fashion Hot Stuff Satin: Celebrities' Second Skin Fashion Hot Stuff Canary Colors Fashion Hot Stuff Snuggly Camis Fashion Hot Stuff Minidresses with Moxie Fashion Hot Stuff Cool Trenches Fashion Hot Stuff Total Terrycloth Fashion Hot Stuff Sweats with Sass Fashion Hot Stuff Velvet Teens Fashion Hot Stuff Denim Rules Fashion Hot Stuff Tart Tees Fashion Hot Stuff Surf's Up Fashion Hot Stuff Poised for Turquoise Fashion Hot Stuff Get in Line for Pinstripes Fashion Hot Stuff Divine Knits Fashion Hot Stuff Winter Woolies Fashion Hot Stuff The Best Vests Fashion Hot Stuff Patchwork Planet Fashion DIY 5 Ways to Gussy Up Your Trench Coat Fashion DIY 6 Ways to Makeover a Plain Ol' Tee Fashion DIY 17 Ways to Get a Nifty '50s Look Fashion DIY 3 Ways to Get Ballet Chic Fashion DIY Put a Boho Spin on Your Tote Bag Fashion DIY How to Winterize (and Beautify) Your Pea Coat Fashion DIY 10 Ways to Jazz Up Your Old Jeans Stars Coverstory December 2003: Pink Shows Us Her Softer Side (Sort Of Stars Coverstory October 2003: Paris Hilton on Glitz, Glam, and Milking C Stars Coverstory September 2003: Brittany Murphy is One Happy Camper Stars Coverstory November 2003: Jessica Biel's New Horror Flick, and Mo Stars Coverstory August 2003: 17 Things About Mandy Moore Stars Coverstory July 2003: Charlie's Angels Get Into the Fashion Action Stars COverstory June 2003: A Few of Beyonce's Favorite Things Stars Coverstory May 2003: The Book of Buffy Stars Coverstory April 2003: 17 Reasons to Love Kate Hudson. 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EXHIBIT D Rate Card See attached 21 Rate Card for HEARST TEEN MAGAZINES - -------------------------------------------------------------------------------- TYPE DESCRIPTION COST - -------------------------------------------------------------------------------- Creative Prices listed in this section relate to the producing of creative, e.g., online ad units. As mentioned in the contract, charges to serve rich media are incremental to the basic ad hosting rates Creative Banners - static $300 Creative Banners - animated $400 Creative Buttons $250 Creative Pop ups & pop unders - static $350 Creative Pop ups & pop unders - animated $450 Creative Full page interrupters- html $500 Creative Full page interrupters - animated $600 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TYPE DESCRIPTION COST - -------------------------------------------------------------------------------- Sweepstakes Prices quoted here do not include any advertising inventory or promotional activity to drive traffic to the sweepstakes and do not include bonding, legal administration or operation of the event Sweepstakes Simple Design/Production/Hosting - stand alone with single page registration $1,500 Sweepstakes More complex Design/Production/Hosting of Pages - Entry, Rules, Prizes, Thank you and separate, $2,400 more involved registration - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TYPE DESCRIPTION COST - -------------------------------------------------------------------------------- E-Cards Basic non-flash with registration $2,000 E-Cards Flash with separate registration $3,000 - -------------------------------------------------------------------------------- iVillage Consulting 12/16/2003 1 of 2 Rate Card for HEARST TEEN MAGAZINES - -------------------------------------------------------------------------------- TYPE DESCRIPTION COST - -------------------------------------------------------------------------------- Bridge Sites Also called micro sites or partner web sites, they may consist of a variety of features and offer several different capabilities including marketing information, data collection and interactive tools like polls, quizzes and search based features. Bridge Sites Standard landing page - 1 page or pop-up can $2,000 include flash capabilities Bridge Sites Standard landing page with 2 sub pages - 3 $3,000 pages in all Bridge Sites Standard landing page containing data $3,500 collection capability Bridge Sites Standard landing page containing a tool, e.g., $3,500 store finder Bridge Sites Standard landing page containing data $4,000 collection capability and a tool Bridge Sites Standard landing page containing data $5,000 collection capability and a tool and multiple sub pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TYPE DESCRIPTION COST - -------------------------------------------------------------------------------- Surveys Variables that effect scope include number respondents desired, length of survey (number of questions), complexity of survey logic (e.g., screening), complexity of presentation (e.g., type of questions and results, look and feel differences requiring design and production, etc.), inclusion of demographic questions and level of data analysis desired. Surveys Simple: creation and hosting of pages featuring a $1,000 series of questions with open text or possible answers provided, no data analysis - FOR HEARST TEEN MAGAZINES EDITORIAL - we will use software from OpinionWare Surveys More Complex: same as above, but with data analysis $5,000 - still using OpinionWare but on behalf of a marketing partner - may involve recruitment of a panel, incentives for panelists, much more significant data analysis, etc. - -------------------------------------------------------------------------------- iVillage Consulting 12/16/2003 2 of 2