EXHIBIT 10.8
Insertion
Order/Advertising Agreement
This advertising agreement,
including the General Terms and Conditions as set forth in an
attachment, is entered into by and between Travelzoo Inc.
(“Travelzoo”) and the Advertiser specified below
(“Advertiser”).
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Click Here,
Inc.
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www.travelocity.com
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Emma Coker
Media Supervisor
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8750 N. Central
Expressway Suite 1200 Dallas, TX 75231-6437
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(214) 891 5323
Fax: (214) 891 5333
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ecoker@clickhere.com
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Susan Barrett
(212) 521 4204 sbarrett@travelzoo-inc.com
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David Rowley
(212) 521 4209 drowley@travelzoo-inc.com
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Program Flight —
January 1, 2004, through December 31, 2004
Type and
Placement:
Text and/or graphical
advertisements on Travelzoo:
- text ads to run throughout Travelzoo website and/or
newsletter
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TARGET January 1, 04-June 30,
04:
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* Clicks/Month
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TARGET July 1, 04-December 31,
04:
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* Clicks/Month
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$*
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REVISED CAMPAIGN TOTAL 2004:
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$*
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Notes:
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Campaign target for the months of
January 2004 through December 2004 is a minimum of *
click-throughs to be delivered by Travelzoo to the Travelocity.com
web site during one (1) year period, of that amt, a minimum
target of * clicks will be delivered from Cruise, Lodging, Air and
Vacation offers. Should Travelzoo fail to deliver * click-throughs
by December 31, 2004, advertiser will pay $* for each
click-through actually delivered. Advertising placements on web
site or in Travelzoo’s newsletter will be determined by
Travelzoo.
-The agency shall be suspended
from its obligations under this agreement in the event of an act of
God or a disaster involving commercial transportation that is
beyond the control of the agency and that causes the advertiser to
pull all of its advertising campaigns: fire, freeze, flood,
airplane crash, or other causes (war). In such an event, publisher
agrees to pull all advertising within forty-eight (48) hours
for a maximum of 30 days commencing from the date publisher
was notified by agency. Publisher will deliver clicks once
advertiser resumes advertising.
-This revised insertion order is
to replace original information order # 1410
Billing
Information: Invoice.
Billing contact: Emma Coker, address see above .
Payment
Terms:
Orders are invoiced on the first day of the campaign. Standard
terms: Net 30 days (with approved credit).
We hereby agree to the foregoing,
and the General Terms and Conditions set forth by Travelzoo. All
parties acknowledge that this insertion order and the General Terms
and Conditions represent the entire agreement. The undersigned
confirms that he/she is authorized to execute this agreement on
behalf of the Advertiser.
Advertiser
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Authorized
Signature:
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/s/ Emma
Coker
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Printed Name
& Title:
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Emma
Coker
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Company
Name:
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Click
Here
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Travelzoo
Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022
Phone (212) 521-4200
Fax (212) 521-4230
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West Coast
Office:
800 West El Camino Reel, Suite 180
Mountain View, CA 94040
Phone: (212) 821-4200
Fax (850) 543-2433
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General Terms and
Conditions for Advertising with Travelzoo
The following terms and
conditions (the “General Terms”) shall be deemed to be
Incorporated into every insertion order/advertising agreement (the
“Insertion Order”):
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1.
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Terms of Payment. Advertiser must
submit completed credit application to determine terms of payment.
If no credit application is submitted or the request for credit is
denied by Travelzoo Inc. (“Travelzoo”) in its sole
discretion, the Insertion Order must be paid in advance of the
advertisement start date. Major credit cards (Visa, MasterCard, and
American Express) are accepted. If Travelzoo approves credit,
Advertiser will be invoiced on the first day of the contract period
set forth on the Insertion order and payment shall be made to
Travelzoo within thirty (30) days from the date 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 as otherwise
expressly provided in the Insertion Order, positioning of
advertisements on Travelzoo is at the sole discretion of Travelzoo.
Travelzoo may, at its sole discretion, remove from the Insertion
Order (and substitute with similar inventory) any keyword or
category page that it 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, definitive 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 audite
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