exv10w1



 






EXHIBIT 10.1









Travelzoo Inc.

590 Madison Avenue, 21st Floor

New York, NY 10022



Fax number for Insertion orders (650) 943-2433



Insertion Order




	 	 	 	 	 	 	 	 	 
	Insertion Order #:

	 	10690	 	 	Date:
	 	8/4/2004
	 
	 	 	 	 	 	 	 	 
	Advertiser:

	 	Orbitz, LLC
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Contact Information:

	 	Mike Stein
	 	Bill To:
	 	Orbitz, LLC
	

	 	Orbitz, LLC
	 	 	 	Attn: Accounts Payable
	

	 	200 South Wacker Drive
	 	 	 	200 South Wacker Drive
	

	 	Suite 1900
	 	 	 	Suite 1900
	

	 	Chicago, IL 60606
	 	 	 	Chicago, IL 60606
	

	 	Phone: (312) 894-4748
	 	 	 	 
	

	 	Fax: (413) 513-2141
	 	 	 	 
	

	 	mstein@orbitz.com
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sales Contact:

	 	Holger Bartel
	 	Producer:
	 	Steve Clarke
	

	 	Phone: (650) 943-2411
	 	 	 	Phone: (650) 943-2419
	

	 	hbartel@travelzoo-inc.com
	 	 	 	sclarke@travelzoo-inc.com






 


Advertising Program



Flight Dates:                     8/1/2004 — 7/31/2005



	 	 	 
	Placements:

	 	Fee:
	* clicks from SuperSearch

	 	$*
	* clicks from Travelzoo sites and/or email products (eg., Top 20, Newsflash)
(August 2004 through January 2005)

	 	$*
	* clicks from Travelzoo sites and/or email products (eg., Top 20,
	 	 
	Newsflash) (February 2005 through July 2005)

	 	$*
	                                          TOTAL MAXIMUM NET INVESTMENT

	 	$*






Notes:


This is a cost-per-click agreement. Travelzoo will invoice Advertiser on the last day of each
month during the term of this agreement for click-throughs actually delivered. Standard Billing
terms: Net 30 days from receipt of invoice (with approved credit).



This is a cost-per-click agreement. Travelzoo will invoice Advertiser for clicks actually
delivered.



Clicks from SuperSearch are invoiced at $* per click, and estimated clicks are * — * clicks per
month during 2004, and * — * per month during 2005. Advertiser may change the cost-per-click for
SuperSearch on the first day of each month; however a 3-day advance notice is required to do so.



Clicks from all other advertisements on Travelzoo, including text and/or graphic ads (e.g. buttons)
will be invoiced at $* per click. Clicks are estimated at * — * per month for August 2004 through
January 2005; and at * per month for February 2005 through July 2005.



Advertiser understands that actual clicks each month may be either below or above estimated clicks
as set forth above. Advertiser will pay for actual clicks delivered each month, provided that total
payments during the term of this agreement shall not exceed $*.









			
	Travelzoo Inc. 590 Madison Avenue, 21st Floor, New York, NY 10022
	 	Page       of 3
	Fax number for insertion orders (650) 943-2433	 	 






 








 





Terms and Conditions for Insertion Order #10690

Orbitz Advertising with Travelzoo from August 1, 2004 through July 31, 2005


The following terms and conditions (the “General Terms”) shall be deemed to be incorporated into
insertion order/advertising agreement #10690 (the “Insertion Order”):





	1.  	Terms of Payment. This is a pay-per-click agreement, and Advertiser will be billed only for
click-throughs actually delivered. Travelzoo will invoice Advertiser on the last day of each
month during the term of this agreement for click-throughs actually delivered, as set forth in
the Insertion Order; provided, however that the total payments during the term of this
agreement shall not exceed $*. Payment shall be made to Travelzoo within thirty (30) days from
the date of 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, 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,
	 
	2.  	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.
	 
	3.  	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. Click-throughs will also be tracked and
reported by Advertiser’s third party ad server, and Travelzoo will be given access to all
third party numbers continuously throughout the length of this agreement. In the event there
is a discrepancy of greater than 5% between the click-throughs reported by Travelzoo and the
click-throughs reported by advertiser’s third party ad server for any month (“Discrepancy”),
Advertiser’s payment obligation shall be reduced by an amount equal to the Discrepancy
(provided that Advertiser shall provide documentation of such Discrepancy with its payment).
	 
	4.  	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 upon mutual
agreement only, 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 prior to the commencement of such renewal period.
	 
	5.  	No Assignment or Resale of Ad Space. Neither party shall resell, assign, or transfer any
of its rights hereunder without the prior approval of the other party, and any attempt to
resell, assign or transfer such rights without such approval shall result in immediate
termination of this contract, without liability to the terminating party.
	 
	6.  	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,
insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or
Illegal, labor material shortage, transportation interruption of any kind, work slowdown or
any other condition beyond the control of Travelzoo affecting production or delivery in any
manner. Except for each party’s indemnification obligations hereunder, in no event shall
either party’s liability exceed the total amount paid by advertiser hereunder.
	 
	7.  	Advertisers Representations; Indemnification. Travelzoo shall use commercially reasonable
efforts to ensure the advertisements are not placed in any context that harms the goodwill or
reputation of Advertiser or that disparages or brings Advertiser into disrepute. Including,
but not limited to web sites that contain indecent, illegal, misleading, harmful, abusive,
harassing, libelous, defamatory, or other offensive materials. If Advertiser requests that its
advertisements be removed from or not placed in any such context, Travelzoo will use
commercially reasonable efforts to comply with such request promptly. Advertiser agrees, at
its own expense, to indemnify, defend, and hold harmless Travelzoo and its employees,
representatives, agents and affiliates, against any and all expenses and losses of any kind
(including reasonable attorneys’ fees and costs) incurred by Travelzoo in connection with any
third-party claims, administrative proceedings or criminal investigations of any kind arising
out of the content of the advertisement and/or any material, product or service of Advertiser
to which users can link through the advertisement (including, without limitation, any claim of
trademark or copyright infringement, defamation, breach of confidentiality, privacy violation,
false or deceptive advertising or sales practices). ). Travelzoo agrees, at its own expense,
to indemnify, defend, and hold harmless Advertiser and its employees, representatives, agents
and affiliates, against any and all expenses and losses of any kind (including reasonable
attorneys’ fees and costs) incurred by Advertiser in connection with any third-party claims,
administrative proceedings or criminal investigations of any kind arising out: (a) of any
content, material, product or service available on a Travelzoo property that was not provided
by or obtained from Advertiser (including, without limitation, any claim of










			
	Travelzoo Inc. 590 Madison Avenue, 21st Floor, New York, NY 10022
	 	Page       of 3
	Fax number for insertion orders (650) 943-2433	 	 






 








 






	   	trademark or copyright infringement, defamation, breach of confidentiality, privacy violation,
false or deceptive advertising or sales practices), or (b) Travelzoo’s breach of any duty,
representation, or warranty under this agreement. All indemnities provided by Advertiser under
this agreement are conditioned on the following: (a) Advertiser shall have sole control over
the defense of any claim covered by the indemnity; (b) Travelzoo shall promptly report the
existence of any claim or potential claim covered by the indemnity; (c) Travelzoo shall provide
full and reasonable cooperation with Advertiser’s investigation and defense of such claim; and
(d) Travelzoo shall not materially alter any advertising material supplied to it by Advertiser
or on its behalf. All indemnities provided by Travelzoo under this agreement are conditioned
on the following: (a) Travelzoo shall have sole control over the defense of any claim covered
by the indemnity; (b) Advertiser shall promptly report the existence of any claim or potential
claim covered by the indemnity; and (c) Advertiser shall provide full and reasonable cooperation
with Travelzoo’s investigation and defense of such claim.
	 
	8.  	Provision of Advertising Materials. Advertiser will provide all materials for the
advertisement in accordance with Travelzoo’s policies in effect from time to time, including
(without limitation) the manner of transmission to Travelzoo and the lead-time prior to
publication of the advertisement. Ads cannot link to pages that include pop-up or pop-under
windows. Travelzoo shall not be required to publish any advertisement that is not received in
accordance with such policies and reserves the right to charge Advertiser, at the rate
specified in the Insertion Order, for inventory held by Travelzoo pending receipt of
acceptable materials from Advertiser which are past due. Advertiser hereby grants to
Travelzoo a non-exclusive, worldwide, fully paid license to use, reproduce and display the
advertisement (and the contents, trademarks and brand features contained therein) in
accordance herewith.
	 
	9.  	Right to Reject Advertisement. All contents of advertisements are subject to Travelzoo’s
approval. Travelzoo reserves the right to reject or cancel any advertisement, insertion
order, URL link, space reservation or position commitment, at any time, for any reason
whatsoever (including belief by Travelzoo that placement of advertisement, URL link, etc., may
subject Travelzoo to criminal or civil liability).
	 
	10.  	Cancellations and Termination. Either party may terminate this Insertion Order on ninety
(90) days prior written notice.—In the event that either party breaches the terms oft his
agreement and fails to cure such breach within fifteen (15) days of receiving notice of such
breach, the non-breaching party will have the right to terminate this agreement immediately
without any further liability to the breaching party; provided however, that payments due
prior to such termination shall remain payable in accordance with
Section 1 hereof, except as
otherwise provided in the Insertion Order, the Insertion Order is non-cancelable by
Advertiser. All notices shall be in writing and shall be deemed delivered when delivered in
person or mailed certified through the United States Postal Service, postage prepaid, or via
FedEx addressed as follows: Travelzoo Inc., Attn: Contracts Department, 800 West El Camino
Real, Suite 180, Mountain View, CA 94040; and Orbitz, LLC, Attention: Mike Stein, 200 S.
Wacker Drive, Suite 1900, Chicago, IL 60606.
	 
	11.  	Construction. No conditions other than those set forth in the Insertion Order or these
General Terms shall be binding on Travelzoo unless expressly agreed to in writing by
Travelzoo. In the event of any inconsistency between the Insertion Order and the General
Terms, the General Terms shall control.
	 
	12.  	Miscellaneous. These General Terms, together with the Insertion Order, (1) shall be governed
by and construed in accordance with, the law of the State of New York, without giving effect
to principles of conflicts of law; (2) may be amended only by a written agreement executed by
an authorized representative of each party; and (3) constitute the complete and entire
expression of the agreement between the parties, and shall supersede any and all other
agreements, whether written or oral, between the parties. Neither party shall make any public
announcement regarding the existence or content of the Insertion Order without the other
party’s written approval. Both parties consent to the jurisdiction of the courts of the State
of New York with respect to any legal proceeding arising in connection with the Insertion
Order/General Terms. All notices shall be in writing and shall be deemed delivered when
delivered in person or mailed certified through the United States Postal Service, postage
prepaid, or via FedEx addressed as follows: Travelzoo Inc., Attn: Contracts Department, 800
West El Camino Real, Suite 180, Mountain View, CA 94040.
	 
	13.  	Third Party Ad Serving. If Travelzoo has approved the use by Advertiser of a third party ad
server (Third Party Ad Server) in connection with this Insertion Order, the following
provisions shall also apply:
	 	(1)  The Advertiser shall post each advertisement to a staging area and shall notify Travelzoo
of such posting at least four (4) business days prior to the date on which Third Party Ad Server
is scheduled to serve such advertisement to a Travelzoo property. Such advertisement shall be
reviewed by Travelzoo and must be approved in writing by Travelzoo before it can be served by
Third Party Ad Server. In accordance with Section 9, Travelzoo reserves the right to reject any
advertisement or any element thereof, for any reason at its sole discretion.

(2) The Advertiser shall post all scheduling changes, new target URLs, new HTML specifications,
new graphics and all other new or revised advertisements (“Revisions”) to a staging area and
shall notify Travelzoo of such postings at least four (4) days prior to the date Advertiser
wishes such Revisions to take effect. Revisions shall not be implemented until approved by
Travelzoo in writing, which










			
	Travelzoo Inc. 590 Madison Avenue, 21st Floor, New York, NY 10022
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	Fax number for insertion orders (650) 943-2433	 	 






 








 






	   	approval shall be at Travelzoo’s sole discretion.

(3) If Advertiser discovers that Advertiser or Third Party Server has served, or caused to be
served, an advertisement to a Travelzoo property in violation of this Agreement, Advertiser must
immediately provide notice to Travelzoo of the violation (along with a written explanation) and
remove the advertisement from its placement or rotation to the Travelzoo properties. Nothing in
this Section shall limit any of Travelzoo’s rights or remedies in the event of such breach.

(4) In the event Travelzoo exercises its right to cancel an advertisement in accordance with
Section 9 hereof, Travelzoo shall notify Advertiser in writing. The Advertiser must cause the
advertisement to be removed from the Travelzoo properties and from its advertising rotation no
later than four (4) hours after written notification by Travelzoo.
	 
	14.  	Domestic Traffic. Travelzoo acknowledges that Advertiser may sell travel services to
customers located in the United States of America only. Travelzoo will use commercially
reasonable efforts to display advertisements on web pages directed at U.S. customers and will
in no event display advertisements on web pages directed primarily at non-U.S. residents.
Advertiser may, at its own expense and within a period of 90 days following the advertising in
a certain month, conduct an audit of clicks delivered to Advertiser. In the event that such
audit determines that during the audited period the number of click-throughs from users
originating from outside the U.S. (as indicated by a non-U.S. domain or IPS, or other indicia
showing non-U.S. origin) (the “Non-US Click-Throughs”) are 5% or more of the total number of
click-throughs during the audited period (the “Total Click-Throughs”), then Travelzoo shall
promptly refund to Advertiser any amounts paid by Advertiser associated with the number of
Non-US Click-Throughs in excess of 5% of the Total Click-Throughs. By way of illustration, in
the event that the number of Non-US Click-Throughs is 6.5% of the Total Click-Throughs, then
the amount refunded by Travelzoo shall be the amounts paid by Advertiser associated with 1.5%
of the Total Click-Throughs.









I hereby agree to the foregoing advertising program and the Terms and Conditions
set forth above. All parties acknowledge that this Insertion Order and the Terms & Conditions
above represent the entire agreement between Advertiser and Travelzoo. The undersigned confirms
that he/she is authorized to execute this agreement on behalf of the Advertiser.




	 	 	 	 	 
	

	 	For Advertiser:
	 	For Travelzoo:
	 
	 	 	 	 
	Authorized Signature:

	 	/s/John Samuel
	 	/s/Ralph Bartel
	 
	 	 	 	 
	Date:

	 	September 27, 2004
	 	September 29, 2004
	 
	 	 	 	 
	Name:

	 	John Samuel
	 	Ralph Bartel
	 
	 	 	 	 
	Title:

	 	EVP
	 	CEO
	 
	 	 	 	 
	Company:

	 	Orbitz
	 	Travelzoo Inc.











			
	Travelzoo Inc. 590 Madison Avenue, 21st Floor, New York, NY 10022
	 	Page       of 3
	Fax number for insertion orders (650) 943-2433