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EXHIBIT 10.29
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE OMISSIONS.
[Time Inc. Letterhead]
December 17,1998
VIA FEDERAL EXPRESS
Mr. Xxxx Xxxxxx
Chief Executive Officer
THE VITAMIN SHOPPE
Westside Avenue
North Bergen, New Jersey 07047
Dear Xxxx:
I am writing to formalize our agreement for the [*****] sponsorship of
the Ask Xx. Xxxx website by The Vitamin Shoppe for calendar year 1999. As I hope
you know, I am very pleased to continue this relationship with you, and look
forward toward developing more ways to work together.
This letter sets out the [*****] sponsorship package for calendar year
1999 in its entirety. As you will see, we have consolidated the language found
in the letters setting forth the agreed upon terms of the 1998 package and have
retained a substantial portion of the language we previously agreed upon. We
have made changes only where necessary to reflect the 1999 package and to
clarify issues left open or vague in the previous letters.
1. l999 RATE
The cost of the total sponsorship package for the Ask Xx. Xxxx website
for the full calendar year 1999 is [*****], as agreed to using the formula set
out in the February 1998 letter. The Vitamin Shoppe will be entitled to [*****]
from the cost of this sponsorship package. This renewal pricing covers
sponsorship of the same sections of the Ask Xx. Xxxx website that exist as of
today's date and that are specifically listed in Section 2 below. Additional
content areas may be made available on the Ask Xx. Xxxx website during 1999 and
The Vitamin Shoppe's opportunity to sponsor those is dealt with later in this
letter.
2. THE PROGRAM
Currently, Time Inc. New Media expects to make the following areas of
the Ask Xx. Xxxx website publicly available on the World Wide Web of the
Internet during the calendar year 1999:
Daily Q&A Vitamin Advisor
Editorial Links Page Vitamin Search
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Archives Area Webcast Page*
Herbal Medicine Chest Weekly Newsletter
[*****]
In addition, The Vitamin Shoppe's role as the [*****] and [*****] banner
advertiser will extend to the [*****] Week Program area of the Ask Xx. Xxxx
website, but only to the extent such area is made available to all users of the
Ask Xx. Xxxx website at [*****]. However, this will not extend to any "premium"
offerings (i.e., made available for a fee and/or offered only to a select group
of users) of the [*****] Week Program, including without limitation, a "premium"
e-mail offering of such program.
To underscore The Vitamin Shoppe's role as the [*****] and [*****]
banner advertiser of the Ask Xx. Xxxx website on the Pathfinder Network, we will
add the following tag line on the home page and each other page of the Ask Xx.
Xxxx website (where space is available): "Sponsored by The Vitamin Shoppe".
[*****] sponsors or banner advertisers will appear in those areas of the
Ask Xx. Xxxx website listed above after the [*****] sponsorship starts on
[*****]. The Vitamin Shoppe will be the Ask Dr. Well website's [*****] for the
sale of vitamins and supplements, although the Ask Xx. Xxxx website may, from
time to time during the calendar year 1999, include commerce-based buttons that
promote products or services other than vitamins and supplements. In the event,
however, that a third party with whom Time Inc. New Media has a pre-existing
relationship desires to have commerce-based buttons that promote vitamins or
supplements, such buttons shall be located [*****] or more clicks away from the
Ask Xx. Xxxx website.
Hyperlinks will be placed on the navigational frame that appears on
[*****] places of the Ask Xx. Xxxx website, and within the Vitamin Advisor. We
will also include a branded logo link on the navigational frame.
In the event the Ask Xx. Xxxx website contains within its editorial text
commerce-based hyperlinks (that are typically displayed in green and are to be
distinguished from editorial hyperlinks which are typically displayed in blue
and from commerce-based buttons) [*****].
The Vitamin Shoppe will develop and maintain within its website a
customized page(s) which will feature and offer for sale only selected brands.
The customized area will consist of no fewer than [*****], after which a visitor
may be taken into the main portion of The Vitamin Shoppe website. Users who
click the tagline, a banner advertisement, marketing button or other equivalent
promotion of The Vitamin Shoppe while on the Ask Xx. Xxxx website
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ASTERISKS DENOTE OMISSIONS.
will be automatically linked to such customized page(s) as the initial page(s)
they view on The Vitamin Shoppe's website.
Time Inc. New Media will provide The Vitamin Shoppe with customized
research, based on [*****] of Ask Xx. Xxxx users to be conducted at times to be
mutually agreed upon by the parties.
3. NEW CONTENT/OPPORTUNITIES
The Vitamin Shoppe will have the right to a [*****] for the following
new and major areas of the Ask Xx. Xxxx website that Time Inc. New Media expects
to launch: Xxxxxx Xxxxxx Clinic and Women's Clinic. You will have a [*****]
period to review the cost and overall opportunity of such new areas. If The
Vitamin Shoppe passes on the opportunity (or if the [*****] period has run), the
Ask Xx. Xxxx website will have the right to market the opportunity to other
parties.
If the Ask Xx. Xxxx website chooses to lower the asking price for such
new areas that it takes to the marketplace, we will provide The Vitamin Shoppe
with an opportunity for a [*****]. The Vitamin Shoppe will then have [*****]
business days to review the revised cost associated with sponsoring such new
areas. During this period of a [*****], no other vitamin-related advertiser will
be pitched. If The Vitamin Shoppe passes again on sponsoring such new areas of
the Ask Xx. Xxxx website (or if the [*****] business day period has run), the
Ask Xx. Xxxx website will have the right to market the opportunity to other
parties.
4. XX. XXXX DEATH AND OTHER ISSUES
As you know, the agreement between Time Inc. New Media and Xx. Xxxx
provides Time Inc. New Media with certain termination rights if Xx. Xxxx dies,
is incapacitated or commits certain inappropriate acts. If Time Inc. New Media
decides that it will no longer operate the website because of Xx. Xxxx'x death
or the occurrence of one of these acts, you would have no further obligation to
Time Inc. New Media.
However, if Xx. Xxxx dies, and the Ask Xx. Xxxx website continues to
operate, The Vitamin Shoppe will have the option to cancel the agreement if Ad
Views (as defined below) drop below an average of [*****] per week over a
consecutive [*****] period.
5. BANNER ROTATION AND CONTENT INFORMATION
Time Inc. New Media will deliver to The Vitamin Shoppe on a [*****]
basis a list of upcoming editorial topics (to the extent that such a list is
available). This will better serve both The Vitamin Shoppe and the website with
banners that are relevant to the subjects being discussed.
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6. SYSTEM FAILURE GUARANTEES
If the Ask Xx. Xxxx website does not technologically function properly
for a full [*****] hour period (or more), we will provide you with a [*****] for
the loss of the [*****] (the amount to be [*****] against the [*****]). We will
keep records in the unlikely event that this happens more than once.
7. PROMOTION
The Vitamin Shoppe will have the right to include language such as, but
not limited to, "[*****] sponsor of the Ask Xx. Xxxx website," and the name and
likeness of Xx. Xxxx solely in the exact manner such name and likeness appear in
the Ask Xx. Xxxx website icon, so long as we approve each such use and so long
as you prominently and closely reference the Ask Xx. Xxxx website URL whenever
using such icon. In addition, we will create and place at [*****] to The Vitamin
Shoppe, advertising in other Time Inc. New Media websites or Time Inc. print
products (as determined by us following consultation with you) equivalent in
value to [*****] advertisements in PEOPLE Weekly Magazine (the value of which
shall be determined by reference to the [*****] as set forth in PEOPLE Weekly
Magazine's rate card as of the date of this letter). Such advertising will
promote the Ask Xx. Xxxx website and include a reference to, "The Vitamin Shoppe
as the [*****] sponsor of the Ask Xx. Xxxx website", or such other wording as
the parties may agree.
8. LINK CO-SPONSOR TAGLINE
The tagline featured under the Ask Xx. Xxxx icon will state the
following: "Sponsored by The Vitamin Shoppe". The Vitamin Shoppe name will be
linked so users can click directly on the company name. In return for this, we
request that you provide a link from The Vitamin Shoppe's home page to the Ask
Xx. Xxxx website.
9. [*****] TRAFFIC/SALES INFORMATION
Time Inc. New Media will provide you with [*****] Ad View information
and click through numbers, via the Internet. We will review these figures with
you to assist The Vitamin Shoppe in receiving the highest yield possible. "Ad
View" shall mean each time that the sponsor tagline (as described above), a
banner advertisement, a marketing button or any other equivalent promotion of
the Vitamin Shoppe on the Ask Xx. Xxxx website (each of which shall be counted
as a separate Ad View) is viewed by a user.
You will provide us with [*****] sales figures, along with the number of
catalogs ordered, from The Vitamin Shoppe's website. This will provide us with
an insight as to how the Ask Xx. Xxxx website is helping The Vitamin Shoppe and
will enable us to work with you knowledgeably to enhance our relationship.
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ASTERISKS DENOTE OMISSIONS.
10. SPONSORSHIP PACKAGE BEYOND 1999
For continuation of The Vitamin Shoppe's sponsorship of the Ask Xx. Xxxx
website in the year 2000, the Ask Xx. Xxxx website will require a written
statement by [*****] of your interest to begin negotiations. If we receive your
written statement by such date, then for the [*****] period starting on [*****]
and ending on [*****], we will negotiate with The Vitamin Shoppe on an [*****]
basis regarding the sponsorship opportunities on the Ask Xx. Xxxx website for
the [*****]. In the event that no agreement is reached, we will be free to begin
negotiations with third parties concerning the sponsorship of all or any portion
of the Ask Xx. Xxxx website.
11. OTHER AREAS OF DISCUSSION
The Vitamin Shoppe will be entitled to receive [*****] Ad Views, and, to
the extent such information is made available by us to other third party
advertisers, [*****] user figures (which The Vitamin Shoppe acknowledges will be
estimated research), provided by the Ask Xx. Xxxx website.
12. ADDITIONAL BENEFITS / OPPORTUNITIES
Either party may issue its own press release announcing the
continuation of this strategic relationship, subject to other party's prior
written approval. Our Public Relations department will be responsible for
completing these tasks.
We will use The Vitamin Shoppe tagline in promotional and publicity
material we distribute concerning the Ask Xx. Xxxx website, including in any
print ads we run in Time Inc. magazines.
We will designate a contact person here who will be able to provide you
with information, reports or answers to questions. A monthly conference call or
in-person meeting can also be set up if you wish.
As you know, we represent one arm of the Xx. Xxxx franchise, which will
continue to grow and prosper as we enter the new millennium. We will explore
with Xx. Xxxx'x representatives opportunities in other media that could benefit
The Vitamin Shoppe and will act as liaison to coordinate The Vitamin Shoppe's
involvement.
We will work with you to create materials to be distributed in your
stores that will benefit your customers.
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13. ADDITIONAL TERMS
The fees will be payable on a [*****] basis with each payment due on or
before the beginning of [*****] (except that the [*****] payment will be due on
or before [*****]).
The sponsorship opportunities we are offering in this letter relate
only to those areas of the Ask Xx. Xxxx website listed above as they appear in
the English language on the Pathfinder Network (as it is currently known),
targeted to users in the U.S. and Canada. We reserve the right to repurpose the
material on the Ask Xx. Xxxx website in other formats and other media, to
translate it into another language and display the translation in other media
or online, and to disaggregate the website material for license or syndication
online outside of the Pathfinder Network, in such cases without any obligation
to The Vitamin Shoppe.
The Vitamin Shoppe will be responsible for completing all aspects of
transactions sought by users of the Ask Xx. Xxxx site or the Pathfinder
Network, including order processing and security, fulfillment, catalog
distribution and customer service. In addition, The Vitamin Shoppe will comply
with appropriate privacy policies in handling customers' personally identifying
information. Specifically, The Vitamin Shoppe will prominently display, and
will strictly comply with, a privacy policy on its website that is
substantially similar to the privacy policy displayed on the Pathfinder
Network, and strictly adheres to the privacy guidelines and principles
promulgated by the Direct Marketing Association or the Online Privacy Alliance.
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14. CONCLUSION
All of us here at Time Inc. New Media are very excited about continuing
the relationship between the Ask Xx. Xxxx website and The Vitamin Shoppe. By
combining the best that both companies have to offer, we will be able to offer
the consumer a unique experience that will serve both of our objectives.
Sincerely,
Xxxxxx Xxxxxx
ACKNOWLEDGED AND AGREED:
THE VITAMIN SHOPPE
By: /s/ X. XXXXXX
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Title: President & CEO
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cc. TIME INC. NEW MEDIA THE VITAMIN SHOPPE
Xxxxx XxXxxxxxxx Xxxxx Xxxxxx
Xxxx Xxxxx Xxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxxx
Xxxx Xxx
Xxxxxxxx Xxxxxx
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