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Travelzoo Inc. | CLICK HERE, INC

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Title: advertising agreement
Governing Law: California     Date: 3/31/2005
Industry: Computer Services    

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Travelzoo Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022


Fax number for insertion orders (650) 943-2433








Insertion Order











Insertion Order #:
















Travelocity.t:om, Inc.





Contact Information:


Emma Coker


Bill To:


Click Here, Inc.



Click Here, Inc.




Emma Coker



8750 N. Central Expressway




8750 N. Central Expressway



Suite 1200




Suite 1200



Dallas, TX 75231-6437




Dallas, TX 75231-6437



Phone: (214) 891-5323







Fax: (214) 891-5333















Sales Contact:


Susan Barrett




David Rowley



Phone: (212) 521-4204




Phone: (212) 521-4209












Advertising Program














Flight Dates:


7/1/2004 — 12/31/2004


















Minimum Emails: Fee:

* clicks SuperSearch Website




















Orders are invoiced on the first day of the campaign. Standard terms: Net 30 days (with approved credit).

This is a cost-per-click agreement. Click volume is driven by consumer usage, may not be delivered evenly over the contract period, and may be delivered in full prior to the end of the contract period. In the event of early delivery, Advertiser must purchase additional volume to continue advertising.

This revised insertion order reflects the addition of * clicks to the original amount of * clicks at a $* cpc. Revised campaign end date is December 31, 2004.

Travelocity 10 Addendum and Sequential Liability Agreement signed 12/03 by both parties shall supersede Travelzoo Standard Terms and Conditions.








Travelzoo Inc., 590 Madison Avenue, 21st Floor, New York, NY 10022


Page     of 3                    

Fax number for Insertion orders (650) 943-2433





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”):


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,



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.



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 audited by the advertiser or an independent agency.



Renewal. Except as expressly set forth in the Insertion Order, any renewal of the Insertion Order 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.



No Assignment or Resale of Ad Space. Advertiser may not resell, assign, or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to Travelzoo.



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 appear 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 Travelzoo be responsible for any consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the Insertion Order/General Terms or publication of the advertisement, even if Travelzoo has been advised of the possibility of such damages. Without limiting the foregoing, Travelzoo shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrect

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