E-Commerce and Promotion Services Agreement
THIS AGREEMENT is made as of the 28th day of July, 1998 (the "Effective Date") by and between BID.COM
INTERNATIONAL INC. ("BID.COM"), a corporation having a principal place of business at 5915 Airport
Road, Suite 330, Mississauga, Ontario, L4V 1T1 and ROGERS MEDIA INC. ("Rogers"), a corporation having
a place of business at 156 Front Street West, Suite 400, Toronto, Ontario M5J 2L6.
1. BID.COM has developed, and has all necessary rights in, certain electronic auction software, technology and
services (collectively, the "BID.COM Technology", as that term is more fully defined below).
2. BID.COM uses the BID.COM Technology to operate an on-line auction service over the Internet provided at
BID.COM's Web site found at the URL "www.bid.com" (the "E-Commerce Service", as that term is more fully
3. As more particularly described in this Agreement, BID.COM and Rogers wish to enter into an exclusive
relationship whereby, in part, BID.COM shall operate the Canadian E-Commerce Service (defined below) in the
Territory in accordance with the provisions of this Agreement, and Rogers shall have exclusive responsibility for
the promotion of the Canadian E-Commerce Service.
4. BID.COM possesses all necessary intellectual property rights and other rights to enter into the relationship
with Rogers described herein.
NOW THEREFORE, in consideration of the premises, the mutual covenants contained in this Agreement, and
other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the
parties agree as follows:
1.1 Definitions. In this Agreement, unless the context otherwise requires, each capitalized term shall have the
meaning indicated below.
(1) "Above the Fold" means, in respect of a hyperlink, the ability of a user using a screen resolution of 640 by
480 pixels to view a hyperlink without having to scroll down the applicable Web page;