[***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Exhibit 10.41
MYAREAGUIDE.COM NETWORK
ADVERTISING AGREEMENT
Contract Apartments.com 220
MyAreaguide Salesperson: Dustin Moore
Date: December 7, 2004
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Total US
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ADVERTISER
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ADVERTISER AGENCY
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Contact Person
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Brian Lang
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Company Name
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Classified Ventures,
LLC/Apartments.com
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Address-Line 1
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175 West Jackson, Suite 800, Chicago, IL
60604
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Phone #
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312-601-5691
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Fax #
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312-601-5115
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Email
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blang@apartments.com
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Billing
Information
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Send Invoices To (choose one)
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1 Advertiser
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1 Agency
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Advertiser or Agency Billing Contact
Person
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Company Name
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Same
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Billing Address
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Billing Phone #
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Billing Fax #
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Billing Email Address
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Billing Schedule (select one)
Given a favorable credit rating for a new
advertiser or a positive payment history for a current advertiser,
invoices will be payable within sixty (60) days of receipt. A
current advertiser with invoices past due to MyAreaguide Network
must pay outstanding past-due debts prior to new start
dates.
Payment Information
1 Send Checks to:
MyAreaguide.com, Inc
Attn: Accounts Receivable
1240 E 100 S #5
St George, Utah 84790
All amounts not paid when due and payable will
bear interest from the due date as set forth in the Standard Terms
and Conditions attached hereto and incorporated herein by this
reference (the “Standard Terms”).
Advertising Inventory and
Implementation
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Inventory Purchased
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Start
Date
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Stop
Date
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Ad
Type
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Placement &
Category
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Cost
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Estimated
Total
Price/Maxi
mum Total
Price Per
Month
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Guaranteed
Total
Clicks
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US Apartment Inventory by City.
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(1) Advertiser will provide MAG with an FTP feed
of condensed Apartments.com apartment listings (“Advertiser
Content” or “Listings”)
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(2) Listings may include thumbnail images
related to the applicable rental property.
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(3) MyAreaGuide.com shall populate the apartment
search databases accessible through the MAG Sites with the
Listings. All such search functionality on the MAG Sites shall be
hosted and maintained by MyAreaGuide. MyAreaGuide.com
shall use commercially reasonable efforts to display Listings at
the top of all search results on the MAG Sites for which the
Listings are relevant although no position is guaranteed by
MyAreaGuide.com.
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(4) Clicking on a Listing or a property
thumbnail image on a MAG Site apartment search results page will
send visitors to Advertiser’s Aparments.com website.
Advertiser shall only pay MAG for actual clicks on Listings
originating from the MAG Sites.
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1/1/05
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12/31/05
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Link
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Apartments
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[***]
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[***]
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[***]
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Purchase Summary
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Myareaguide.com Network
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Estimated Total
Price/Maximum Total Price
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Total Guaranteed Clicks
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CPC
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Entire Network for Apartments
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[***]
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[***]
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[***]
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Net Purchase Price
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[***]
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[***]
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[***]
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In the event guaranteed impressions or clicks
are reached prior to the Stop Date, MyAreaguide may, at its option,
discontinue banners or links at such earlier time. Any guarantees
are to impressions or clicks (as measured by MyAreaGuide.com in
accordance with its counting methodologies). To the extent that
there is a shortfall in impressions or clicks as of the end of the
specified banner period, Myareaguide.com will provide, as
Advertiser’s sole remedy, “make good” impressions
or clicks through comparable placements. To the extent impressions
or clicks commitments are identified without regard to specific
placements, such placements will be as mutually agreed upon by
MyAreaguide.com and Advertiser during the course of the display
period. Myareaguide.com
reserves the right to alter Advertiser start
dates to accommodate trafficking needs or other operational needs.
In such cases, MyAreaguide.com will make available to Advertiser
reasonably equivalent start date(s) and extend the Stop Dates. In
no event will the maximum monthly invoice to Advertiser exceed
[***], even if MyAreaGuide.com actually delivers more than [***] in
clicks during such month. However, should MyAreaGuide.com provide
clicks in excess of the [***] monthly maximum set forth immediately
above, then the additional clicks will roll over to the next
monthly period, subject to the maximum total price of
[***].
Terms and Conditions
This Advertising Agreement is subject to the
Standard Terms attached hereto as Exhibit A of this Advertising
Agreement, and such Standard Terms are made a part of this
Advertising Agreement by reference. The signatory of this
Advertising Agreement represents that the Advertiser/Agency has
read and agrees to such Standard Terms.
Advertiser shall have the right to cancel or
terminate this Advertising Agreement without liability at any time
and for any reason upon thirty (30) days’ prior written
notice to MyAreaGuides.com.
Authorized Signatures
In order to bind the parties to this Advertising
Agreement, their duly authorized representatives have signed their
names below on the dates indicated. This Agreement (including the
Standard Terms incorporated on Exhibit A) shall be binding on both
parties when signed on behalf of each party and delivered to the
other party (which delivery may be accomplished by facsimile
transmission of the signature pages hereto).
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Myareaguide.com
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Advertiser
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By:
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/s/ Dustin Moore
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By:
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/s/ Timothy B. Falan
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(Signature)
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(Signature)
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Print Name: Dustin Moore
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Print Name: Timothy B. Falan
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Title: Sales Manager
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Title:
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SVP AND GM
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(Print or Type)
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Date:
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12/20/04
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Date:
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12/20/04.
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Exhibit A
STANDARD TERMS AND CONDITIONS
The following Standard Terms and Conditions (the
“Standard Terms”) shall be deemed to be incorporated
into the attached Advertising Agreement (the “Advertising
Agreement”):
1. Terms of Payment. Advertiser must submit a completed credit
application to determine terms of payment. If no credit application
is submitted or the request for credit is denied by
MyAreaGuide.com, Inc. (hereinafter “MAG”) in its sole
discretion, the Advertising Agreement must be paid in advance of
the advertisement start date. Major credit cards (VISA, M/C and
American Express) are accepted. If MAG approves credit, MAG shall
invoice Advertiser each month for actual clicks delivered and
Payment shall be made to MAG within sixty (60) days from 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 of an amount that is not
reasonably disputed in good faith and fails to cure such breach
within twenty (20) days of receiving written notice of such breach,
Advertiser will be responsible for all reasonable expenses
(including a reasonable attorneys’ fees) incurred by MAG in
collecting such amounts. MAG shall invoice Advertiser in arrears
only for clicks actually delivered.
2. Positioning. Except as otherwise expressly provided in the
Advertising Agreement, positioning of advertisements within the MAG
properties or on any page is at the sole discretion of
MAG.
3. Right to Reject Advertisement.
MAG reserves the right to reject
Advertiser Content (as defined in the Advertising Agreement) that
is not consistent with MAG’s standards from time to time in
effect. In addition, MAG shall have the right, at any time, to
remove any Adve
