exv10w25



 





Exhibit 10.25




SETTLEMENT AGREEMENT




     This Settlement Agreement (the “Agreement”) is made effective this 31st day of January
2007, by and among Vista.com, Inc. (“Vista”); Ticketmaster doing business as Citysearch.com
(“Citysearch”); and John Wall, a private individual, on his own behalf and on behalf of his marital
community (“Wall”).



     In this Agreement “the Parties” refers to Vista, Citysearch, and Wall and each is a Party. In
consideration of the mutual covenants, promises and agreements contained herein, the Parties hereby
agree to the following:



1.
Recital:





	 	1.1	 	The Lawsuit. On or about January 20, 2006, Vista filed a civil lawsuit Vista.com.
Inc. v, IAC/Interactive Corp. d/b/a Citysearch.com in the Superior Court for King County, State of
Washington, Case No. 06-2-03012-5 SEA. The awsuit was removed to the United States District Court
for the Western District of Washington on or about February 17, 2006. The parties agreed to a
substitution of parties, and the lawsuit is now pending in the Western District of Washington
under the caption Vista.com. Inc.  v, Ticketmaster d/b/a Citysearch.com, No.
C06-239 TSZ (the “Lawsuit”). Citysearch answered and asserted counterclaims against Vista in the
Lawsuit, and on or about August 29, 2006, asserted additional counterclaims against Wall. The
Parties have now agreed to compromise their respective claims and to enter into this Agreement.
	 
	 	1.2	 	Resolution. This Agreement is entered into for the purpose of settling and resolving
the Lawsuit, dismissing the claims therein with prejudice, and resolving and settling forever any
other claims subject to the releases in this Agreement.





2. Payment and Releases





	 	2.1	 	Payment by Vista to Citysearch, and Wall Guarantee and Joint Liability.






	 	(a)	 	Vista agrees to pay Citysearch the sum of six hundred
thousand dollars ($ 600,000.00)
(the “Settlement Amount”) in immediately available funds on or before January 31, 2007 by wire
transfer to the following account: [PROVIDE WIRE TRANSFER INSTRUCTIONS]. Time is of the
essence.
	 
	 	(b)	 	Wall guarantees payment of Vista’s obligations under this Agreement and shall be jointly
and severally liable for Vista’s obligation to pay the Settlement Amount, in an amount up to and
including $500,000. By way of example: if Vista paid nothing under this Agreement, Wall shall be





Page 1 of 5




 









 









	 	 	 	fully and equally liable and responsible for payment of $500,000 to Citysearch; if Vista
paid $250,000 under this Agreement, Wall would be fully and equally liable and responsible for
payment of the remaining $350,000; and if Vista paid $500,000 under this Agreement, Wall would be
fully and equally liable and responsible for payment of the remaining $100,000.






	2.2	 	Mutual Releases and Dismissal of Lawsuit






	 	(a)	 	Upon payment of the Settlement Amount, Vista and Wall (on their own behalf and on
behalf of any and all of their predecessors, successors, assigns, transferees,
subsidiaries, affiliates, parents, officers, directors, shareholders, members, managers,
employees agents and representatives, acting in such capacity and/or individually) release
and discharge Citysearch (and its affiliates and representatives), and Citysearch (on its
own behalf and on behalf of any and all of its predecessors, successors, assigns,
transferees, subsidiaries: affiliates, parents, officers, directors, shareholders,
members, managers, employees agents and representatives, acting in such capacity and/or
individually) releases and discharges Vista (and its affiliates and
representatives) and
Wall, from any and all disputes, claims, controversies, rights, obligations, and/or causes
of action of whatever kind or description whatsoever, known or
unknown, that (a) arise
from or relate to any contracts, relations, and/or dealings between Citysearch and Vista,
or (b) arise from or relate to any fact, act and/or omission relating to any contracts,
relations, and/or dealings between Citysearch and Vista, occurring or alleged to have
occurred on or before the date on which this Agreement is made (collectively, the
“Released Claims”). This includes a discharge of all obligations under any and all
agreements between Citysearch and Vista, and includes a release of all companies and
individuals who acted on behalf of any released Party with respect to any released claim
or obligation. For clarity, all rights and obligations under the Product Purchase Line
Agreement dated August 27, 2003 shall be deemed terminated and discharged.
	 
	 	(b)	 	Pursuant to this Agreement, all claims and rights of whatever kind with respect to
the Released Claims are fully and completely released, waived, satisfied, discharged and
settled. This release is intended to cover any and all future injuries, damages or losses
arising from or relating to any of the Released Claims not now known to the Parties, but
which may later develop, or be discovered; and the Parties expressly acknowledge that they
may, at some later point, discover or learn facts or information that relate to the
Released Claims that they do not now know or appreciate. The Parties nonetheless intends
their discharge and release of all of the





Page 2 of 5




 









 









	 	 	 	Released Claims to be irrevocable and forever binding. This release also expressly includes
recovery of any and all attorneys’ fees and costs to which the Parties are or might have been
entitled under applicable federal, state or local law and/or provision with respect to any released
claim.
	 
	 	(c)	 	The releases set forth in paragraphs 2.2(a and b) above do not include any rights or
obligations contained within this Agreement, which are neither discharged nor released.
The Parties reserve any claim for breach of this Agreement.
	 
	 	(d)	 	Following payment of the Settlement Amount, the Parties will prepare and promptly
submit to the Court a stipulation and proposed order of dismissal of the pending Lawsuit
in federal court with prejudice, and without costs or fees of any kind.





3. Miscellaneous





	 	3.1	 	Governing Law. This Agreement and any other documents referred to herein shall be
governed by, construed and enforced in accordance with the laws of the State of Washington.
	 
	 	3.2	 	Forum Selection Clause. The Parties agree that any suit upon this Agreement shall be
brought in the federal or state courts silud in King County, Washington.
	 
	 	3.3	 	Waiver of Trial by Jury. The Parties waive fully any
and all right to trial by [ILLEGIBLE] in
connection with any action to enforce any provision of this Agreement or any action relating to
this Agreement, and acknowledge and agree that this waiver voluntary, knowing, and irrevocable
with regard to any dispute or claim of whatever type arising out of or in any manner relating to
this Agreement.
	 
	 	3.4	 	Entire Agreement. This is an integrated agreement. All agreements,
understandings, covenants, representations and warranties, express
and implied. oral and written,
of the Parties hereto concerning the subject matter hereof are contained in this Agreement. No
other agreements, covenants, understandings, representations or warranties, express or implied,
oral or written, have been made by any party hereto to any other party concerning the subject
matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged
agreements, representations, covenants and warranties concerning the subject matter hereof are
merged herein. No amendment, waiver, or modification of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by the Parties hereto.





Page 3 of 5




 









 









	 	3.5	 	Attorneys’ Fees. Each Party hereto shall pay their own attorneys’ fees and costs
that have been incurred to date in this matter, including, without limitation, all attorneys’ fees
and costs that have been incurred in the prosecution or defense of the Lawsuit. In the event of a
breach of this Agreement, the prevailing party shall be entitled to an award of its attorneys’
fees, costs and expenses incurred in enforcing the Agreement.
	 
	 	3.6	 	Independent Advice of Counsel. All Parties represent and declare that in executing
this Agreement they relied solely upon their own judgment, belief and knowledge and the advice and
recommendations of their own independently selected counsel, concerning the nature, extent and
duration of their rights and claims, and that they have not been influenced to any extent
whatsoever in executing the same by any representations or statements governing any matter made by
any other Parties hereto or by any person representing any of such other Parties hereto.
	 
	 	3.7	 	Authorization. The Parties, and those signing on behalf of each of the Parties,
represent and warrant that they, and each of them, are duly and lawfully authorized to enter into
this Agreement.
	 
	 	3.8	 	Voluntary Agreement. All Parties further represent and declare that they have carefully
read this Agreement and know the contents thereof and that they sign the same freely and
voluntarily.
	 
	 	3.9	 	Captions. Paragraph titles or captions contained in this Agreement are used for
convenience or reference only and are not intended to and shall not in any way enlarge, define,
limit extend or describe the rights or obligations of the Parties or affect the meaning or
construction of this Agreement, or any provision hereof.
	 
	 	3.10	 	Counterparts. This Agreement may be executed in
counterparts, each of which shall be
deemed an original. Such counterparts, when taken together, shall constitute but one agreement.
	 
	 	3.11	 	Execution by Facsimile. Execution of this Agreement via facsimile shall be effective
and signatures received via facsimile shall be binding upon the Parties hereto and shall be
effective as originals.
	 
	 	3.12	 	No Construction Against Any Party. Each Party is cooperating in the drafting and
preparation of this Agreement. Hence, in any construction being made
of this Agreement, the same shall not be construed either for or against any Party.





Page 4 of 5




 









 









	 	3.13	 	Benefit and Burden. This Agreement shall be binding upon, and inure to the benefit
of, the Parties hereto and their respective marital estates, heirs, executors, administrators,
representatives, successors, employees, agents and assigns.
	 
	 	3.14	 	Non-Waiver. No breach of any provision hereof can be waived unless in writing. Waiver of
any one breach shall not be deemed lo be a waiver of any other breach
of the same or any other
provision hereof.




THIS AGREEMENT is executed effective the date first above written.




	 	 	 	 	 	 	 
	 	 	VISTA.COM, INC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [ILLEGIBLE]	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	
Its:
	 	CEO 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TICKETMASTER D/B/A CITYSEARCH.COM	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [ILLEGIBLE]	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	
Its:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JOHN WALL and his marital community	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John wall	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Mr. John
Wall 	 






Page 5 of 5