EXHIBIT 10.1
INSERTION ORDER/ADVERTISING
AGREEMENT
This
advertising agreement, including the Terms and Conditions set forth
in an attachment, is entered into by and between Travelzoo Inc.
(“Travelzoo”) and the Advertiser specified below
(“Advertiser”).
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Advertiser:
Advertised Site:
Contacts:
Address:
Phone:
E-mail:
Travelzoo Contacts:
Campaign Manager:
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Orbitz, LLC
Orbitz – www.orbitz.com
Mr. Michael Stein (Business Development Contact);
Ms. Blagica Stefanovski (Technical & Traffic Contact)
200 South Wacker Drive, Suite 1900, Chicago, IL 60606
(312)
894-4748
Fax: (312) 894-5001 or (413)
513-2141
mstein@orbitz.com; bstefanovski@orbitz.com
Holger Bartel (650) 943-2411 – holgerb@travelzoo.com
Steve Clarke (650) 943-2419 – stevec@travelzoo.com
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Program
Term – August 1, 2002 through July 31,
2003
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Type and
Placements:
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Cost
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Text and/or graphical
advertisements:
— Travelzoo home page (“Sales in the Spotlight”)
– select dates
— Air Travel, Lodging, Vacation, Cruises and other relevant
sections
— E-mail newsletters
(all Top 20 Inclusions subject to approval
by Travelzoo Editorial Team)
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$.60 per
click
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Target :
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August - December
2002:
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200,000
clicks/month
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$120,000 per
month
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January - July
2003:
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250,000
clicks/month
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$150,000 per
month
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Additional
Services/Notes:
Should Travelzoo deliver more click-throughs than set forth in the
above schedule, Advertiser will be billed for the dollar amounts
set forth above plus $0.60 for each click-through actually
delivered in excess of the targets set above; provided, however,
that in no event will Advertiser’s payment obligations under
this agreement exceed $1,980,000. Should, for any reason, Travelzoo
fail to deliver the target click-throughs as set forth above,
Advertiser will only be billed for click-throughs actually
delivered at a rate of $0.60 per click-through. Advertising
placements on the Web site or in Travelzoo’s newsletters will
be determined by Travelzoo.
Cancellation
: Upon 90
days’ prior notice to the other party, Advertiser or
Travelzoo may at any time and for any reason cancel this agreement.
If Advertiser or Travelzoo exercise this right of cancellation,
Advertiser will only be billed for click-throughs actually
delivered in any given month after such cancellation at a rate of
$0.60 per click-through.
Billing
Information:
As set forth in the Terms and Conditions of this agreement,
Advertiser will be invoiced at the end of each calendar month for
actual number of click-throughs delivered during that month.
Payment shall be made to Travelzoo within thirty (30) days from the
receipt of invoice. See Terms & Conditions for further details.
All rates are net.
We hereby agree
to the foregoing, and the attached Terms and Conditions (Annex
A).
For Advertiser:
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Date:
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7/23/02
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Authorized
Signature:
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/s/
Mike Sands
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Printed Name &
Title:
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Mike
Sands, CMO
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Printed Company
Name:
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Orbitz,
LLC
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For
Travelzoo:
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Date:
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July 19,
2002
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Authorized
Signature:
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/s/
H. Bartel
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Printed Name &
Title:
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H.
Bartel, Executive VP
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Printed Company
Name:
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Travelzoo
Inc.
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ANNEX A: Terms and Conditions
for
Advertising Agreement between Travelzoo and Orbitz, LLC
(“Advertiser”)
For August 1, 2002 – July 31, 2003 Program
Flight
The following
terms and conditions (the “Terms”) shall be deemed to
be incorporated into the insertion order/advertising agreement for
Advertiser’s August 1, 2002 – July 31, 2003 advertising
campaign (the “Insertion Order”):
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1.
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Terms of
payment. This is a cost-per-click agreement, and Advertiser will be
billed only for click-throughs actually delivered. Travelzoo will
invoice Advertiser at the end of each month during the term of this
agreement for click- throughs actually delivered, as set forth n
the Insertion Order; provided, however, that the total payments
during the term of this agreement shall not exceed $1,980,000,
unless otherwise agreed to in writing. Payment shall be made to
Travelzoo within thirty (30) days from the receipt of invoice
(“Due Date”). Amounts paid after the Due Date shall
bear interest at the rate of one percent (1%) per month (or the
highest rate permitted by law, if less). In the event Advertiser
fails to make timely payment, Advertiser will be responsible for
all reasonable expenses (including attorneys’ fees) incurred
by Travelzoo in collecting such amounts. Travelzoo reserves the
right to suspend performance of its obligations hereunder (or under
any other agreement with Advertiser) in the event Advertiser fails
to make timely payment hereunder or under any other agreement with
Travelzoo.
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2.
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Positioning.
Except for the positions expressively defined in the Insertion
Order, positioning of advertisements on Travelzoo are determined by
Travelzoo unless Advertiser has objected to certain positions.
Travelzoo may, at its sole discretion, remove from the Insertion
Order (and substitute with similar inventory) any keyword or
category page that it reasonably believes to be a trademark, trade
name, company name, product name or brand name belonging to or
claimed by a third party.
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3.
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Usage
Statistics. Unless specified in the Insertion Order, Travelzoo
makes no guarantees with respect to usage statistics or levels of
impressions for any advertisement. Advertiser acknowledges that
delivery statistics provided by Travelzoo are the official
measurements of Travelzoo’s performance on any delivery
obligations provided in the Insertion Order. The processes and
technology used to generate such statistics can be audited by the
Advertiser or an independent agency. Click-throughs will also be
tracked and reported by Advertiser’s third party ad server
(currently DoubleClick DART), and Travelzoo will be given access to
all third party numbers continuously throughout the length of this
agreement. In the event there is a discrepancy of greater than 5%
between the click-throughs reported by Travelzoo and the
click-throughs reported by advertiser’s third party ad server
for any month (“Discrepancy”), Advertiser’s
payment obligations shall be reduced by an amount equal to the
Discrepancy (provided that Advertiser shall provide documentation
of such Discrepancy with its payment).
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4.
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Renewal. Except
as expressly set forth in the Insertion Order, any renewal of the
Insertion Order shall be upon mutual agreement only, and acceptance
of any additional advertising order shall be at Travelzoo’s
sole discretion. Pricing for any renewal period is subject to
change by Travelzoo from time to time prior to commencement of such
renewal period.
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5.
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No Assignment
or Resale of Ad Space. Neither party shall resell, assign, or
transfer any of its rights hereunder without the prior approval of
the other party, and any attempt to resell, assign or transfer such
rights without such approval shall result in immediate termination
of this agreement, without liability to the terminating
party.
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6.
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Limitation of
Liability. In the event (1) Travelzoo fails to publish an
advertisement in accordance with the schedule provided in the
Insertion Order, (2) Travelzoo fails to deliver the number of total
page views specified in the Insertion Order (if any) by the end of
the specified period, or (3) of any other failure, technical or
otherwise, of such advertisements to be delivered as provided in
the Insertion Order, the sole liability of Travelzoo to Advertiser
shall be limited to, at Travelzoo’s sole discretion, a pro
rata refund of the advertising fee representing undelivered page
views, placement of the advertisement at a later time in a
comparable position, or extension of the term of the Insertion
Order until total page views are delivered. In no event shall
either party be responsible for any consequential, special,
punitive or other damages, including, without limitation, lost
revenue or profit, in any way arising out of or related to the
Insertion Order/Terms or publication of the advertisement, even if
such party has been advised of the possibility of such damages.
Without limiting the foregoing, neither party shall have any
liability for any failure or delay resulting from any government
action, fire, flood, insurrection, earthquake, power failure, riot,
explosion, embargo, strikes whether legal or illegal, labor
material shortage, transportation interruption of any kind, work
slowdown or any other condition beyond the reasonable control of
such party affecting production or delivery in any manner. IN NO
EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE TOTAL AMOUNT
PAID BY ADVERTISER HEREUNDER.
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7.
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Representations.
Advertisements are accepted upon the representation that Advertiser
has the right to publish the contents of the advertisement without
infringing the rights of any third party and without violating any
law. Travelzoo will use commercially reasonable efforts to deliver
a number of impressions reasonably calculated to produce the number
of click-through promised in the Insertion Order. Travelzoo shall
use commercially reasonable efforts to ensure the advertisements
are not placed in any context that harm the goodwill or reputation
of Advertiser or that disparages or brings Advertiser into
disrepute, including, but not limited to web sites that contain
indecent, illegal, misleading, harmful, abusive, harassing,
libelous, defamatory, or other offensive materials.
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