Master Service Agreement - GoTo.com Inc. and GlobalCenter Inc.


[LOGO]           GLOBALCENTER MASTER SERVICE AGREEMENT NO. ___ 

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       This Master Services Agreement (this 'Agreement') is entered into as the
_____ day of _______________, 19___ ('Effective Date') by and between the entity
indicated on the Services Order Form attached hereto, with an office at the
address listed on the Services Order Form ('Client'), and GlobalCenter, Inc., a
corporation with offices at ____________________________________________________
('GlobalCenter'), and describes the terms and conditions pursuant to which
GlobalCenter shall license to Client certain Software and provide certain
Services (as defined below).

       In consideration of the mutual promises and upon the terms and conditions
set forth below, the parties agree as follows:

1.     NATURE OF AGREEMENT. This is an Agreement for the provision by
GlobalCenter of Internet connectivity services (the 'Bandwidth'), the lease of
equipment to provide such services (the 'Hardware'), the availability of space
to store and operate such Hardware ('Space') and the licensing of software
to provide such Services (the 'Software'), together comprising an Internet
connectivity and collocation package to be provided by GlobalCenter under this
Agreement (together, the 'Services').

2.     SERVICE ORDERS

2.1.   ORDERS. Client may issue one or more service orders describing the
Bandwidth, Space, Hardware, and Software that Client desires ('Service Order').
Each Service Order will set forth the prices, initial term of Services and
other information in the form set forth in the Service Order Form. No Service
Order shall be effective until accepted by GlobalCenter. All Service Orders
will be subject to the terms and conditions of this Agreement, and the terms of
this Agreement shall supersede any terms and conditions which may appear on
Client's order form, or purchase order.

2.2.   CANCELLATION. In the event that Client cancels or terminates a Service
Order at any time for any reason whatsoever other than expiration of a Service
Order or a Service Interruption (as defined below), Client agrees to pay
GlobalCenter as a cancellation fee all Monthly Recurring Charges specified in
the Service Order for the balance of the term therefor, which shall become due
and owing as of the effective date of cancellation or termination.

2.3.   IP ADDRESSES. GlobalCenter may assign on a temporary basis a reasonable
number of Internet Protocol Addresses ('IP Addresses') from the address space
assigned to the GlobalCenter by InterNIC. Clint acknowledges that the IP
Addresses are the sole property of GlobalCenter, are assigned to Client as part
of the Service, and are not 'portable,' as such term is used by InterNIC. 
GlobalCenter reserves the right to change the IP Address assignments at any
time; however, GlobalCenter shall use reasonable efforts to avoid any
disruption to Client resulting from such renumbering requirement. GlobalCenter
will give Client reasonable notice of any such renumbering. Client agrees that
it will have no right to IP Addresses upon termination of this Agreement, and
that any renumbering required of Client after termination shall be the sole
responsibility of Client.

3.     SOFTWARE LICENSE AND RIGHTS

3.1.   LICENSE. During the term of the applicable Service Order, GlobalCenter
grants Client a non-transferable, nonexclusive license to use the Software in
object code form only, solely on the Hardware in conjunction with the Services.

3.2.   PROPRIETARY RIGHTS. This Agreement transfers to Client neither title nor
any proprietary or intellectual property rights to the Software, Hardware,
documentation, or any copyrights, patents, or trademarks, embodied or used in
connection therewith, except for the rights expressly granted herein.

3.3.   LICENSE RESTRICTIONS. Client agrees that it will not itself, or through
any parent, subsidiary, affiliate, agent of other third party:

3.4.1. copy the software except as expressly allowed under this Agreement.
In the event Client makes any copies of the Software, Client shall reproduce
all proprietary notices of GlobalCenter on any such copies;

3.4.2. reverse engineer, decompile, disassemble, or otherwise attempt to
derive source code from the Software;

3.4.3. sell, lease, license or sublicense the Software or the documentation;

3.4.4. write or develop any derivative software or any other software
program based upon the Software or any Confidential Information (as defined
below); or

3.4.5. use the Software to provide processing services to third parties, or
otherwise use the Software on a 'service bureau' basis.

4.     HARDWARE TERMS AND CONDITIONS

4.1.   INSTALLATION. GlobalCenter will use commercially reasonable efforts to
install the Hardware as the Hardware is shipped to GlobalCenter. At Client's
request, GlobalCenter will work with the Client on an installation plan to
define installation time frames and requirements.

4.2.   PURCHASE AND TITLE OF HARDWARE. If so indicated on the Service Order,
Client shall purchase the Hardware and deliver, at Client's expense, the
Hardware to the Space. Client agrees that the Hardware shall reside at the
Space during the term of this Agreement.

4.3.   LEASE OF HARDWARE. If so indicated on the Service Order, Client shall
lease the Hardware, and GlobalCenter shall obtain and deliver to the Space the



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HARDWARE.  In the event Client leases the Hardware, the following terms and
conditions shall apply. The Hardware is and shall remain the property of
GlobalCenter. Client shall not have taken, or attempt to take, any right, title
or interest therein or permit any third party to take any interest therein.
Client will not transfer, sell, assign, sublicense, pledge, or otherwise
dispose of, encumber or suffer a lien or encumbrance upon or against the
Hardware or any interest in the Hardware. Client will use the Hardware only at
the Space. Client will not move the Hardware from that facility without
GlobalCenter's prior written permission. Client shall be responsible for
any damage to the Hardware. Client will use the Hardware only for the purpose
of exercising its rights under this Agreement.

4.4   RENT TO OWN.  If so indicated on the Service Order, Client shall lease the
Hardware on a 'rent to own' plan. In such event, all of the terms and conditions
in Section 4.3 shall apply, and the following terms and conditions shall also
apply. At the end of the term of the Service Order, providing Client is not in
breach of this Agreement, Client shall have the option to purchase the Hardware.
The purchase price shall be as indicated on the Service Order. Upon payment by
Client of the purchase price, Title in the Hardware shall pass to Client at the
Space. Unless the Service Order is extended by mutual agreement, Client shall
immediately delete, or shall allow GlobalCenter to delete, all copies of the
Software, associated documentation, or any other materials of GlobalCenter
resident on the Hardware.

5.    SPACE

5.1.  LICENSE TO OCCUPY.  GlobalCenter grants to Client a non-exclusive license
to occupy the Space. Client acknowledges that is has been granted only a
license to occupy the Space and that it has not been granted any real property
interests in the Space. In the event, however, that this arrangement shall be
construed by the owner of the building in which the Space is situated to be
such a grant and if the landlord of the building asserts such a grant to be a
violation of the lease under which GlobalCenter occupies its premises,
GlobalCenter agrees to cooperate with Client in obtaining the approvals Client
may need to obtain from the landlord.

5.2.  MATERIAL AND CHANGES.  Client shall not make any construction changes or
material alterations to the interior or exterior portions of the Space,
including any cabling or power supplies for the Hardware, without obtaining
GlobalCenter's prior written approval for Client to have the work performed.
Alternatively, Client may request GlobalCenter to perform the work.
GlobalCenter reserves the right to perform and change any construction or
alterations within the Space areas at rates to be negotiated between the
Parties hereto. Client agrees not to erect any signs or devices to the exterior
portion of the Space without submitting the request to GlobalCenter and
obtaining GlobalCenter's advance written approval.

5.3.  DAMAGE.  Client agrees to reimburse GlobalCenter for all reasonable
repair or restoration costs associated with damage or destruction caused by
Client's personnel, Client's agents, Client's suppliers/contractors, or
Client's visitors during the term or as a consequence of Client's removal of
the Hardware or property installed in the Space.

5.4.  INSURANCE.  Unless otherwise agreed, Client agrees to maintain, at
Client's expense, (i) Comprehensive General Liability Insurance in an amount
not less than One Million Dollars ($1,000,000) per occurrence for bodily injury
or property damage, (ii) Employer's Liability is an amount not less than Five
Hundred Thousand Dollars ($500,000) per occurrence, and (iii) Worker's
Compensation in an amount not less than that prescribed by statutory limits.
Prior to taking occupancy of the Collection Space, Client shall furnish
GlobalCenter with certificates of insurance which evidence the minimum levels
of insurance set forth herein. Client shall also maintain insurance covering
Hardware or property owned or leased by Client against loss or physical damage.

5.5.  REGULATIONS.  Client shall comply with and not violate all of
GlobalCenter's safety, health and operational rules and regulations, which may
be amended by GlobalCenter from time to time. Client's failure to comply with
GlobalCenter's rules and regulations shall constitute a material default under
this Agreement. GlobalCenter may, in its sole discretion, limit Client's access
to a reasonable number of authorized Client employees or designees. Client
shall not interfere with any other clients of GlobalCenter, or such other
clients' use of the Space.

5.6.  DISCLAIMER.  GlobalCenter does not make any representation or warranty
whatsoever as to the fitness of the Space for Client's use. Client hereby
assumes any and all risks associated with Client, its agents or employees' use
of the Space and shall indemnify, defend and hold harmless GlobalCenter from
any and all claims, liabilities, judgments, causes of action, damages, costs,
and expenses (including reasonable attorneys' and experts' fees), caused by or
arising in connection with such use.

6.    SERVICE INTERRUPTIONS

6.1   99%  UPTIME GUARANTEE.  In the event of Downtime (as defined below), the
monthly fee payable for the Services shall be redeemed as follows:

      6.1.1.   if the total Downtime in the calendar month is more than seven
      and two-tenths (7.2) hours, but does not exceed fourteen and four-tenths
      (14.4) hours, the monthly fee for that month shall be reduced by one-
      third (33.3%);

      6.1.2.   if the total Downtime in the calendar month is more than
      fourteen and four-tenth (14.4) hours, but does not exceed twenty-one and
      six tenths (21.6) hours, the monthly fee for that month shall be reduced
      by two-thirds (66.6%); and


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     61.3 If the total Downtime in the calendar month is more than twenty-one
     and six-tenths (21.6) hours, the monthly fee for that month shall be
     waived.

For the purposes of this Section, Downtime shall mean any interruption of one
(1) minute or more in the availability to users of any Web site residing on the
Hardware and made available through the Services, only if such interruption is
due to either (i) failure by GlobalCenter to manage a server anomally so as to
avoid interruption in Web availability, or (ii) a disruption in the connection
between any such server and the Internet. For purposes of this Section, this
Internet is deemed to consist of services that commence where GlobalCenter
transmits a Client's contest to GlobalCenter's carrier(s) at the GlobalCenter
border router part(s). Such carriers provide GlobalCenter with private and
dedicated bandwidth. GlobalCenter undertakes no obligation for the circuit or
link between GlobalCenter's facilities and such carrier's services. If router
packet loss is excess of seventy per cent (70%) and is sustained for sixty (60)
seconds or more, GlobalCenter will classify this an 'outage.' If an 'outage'
continues for a time period of more than two (2) minutes, then such outage will
be deemed Downtime.

6.2. INVESTIGATION OF SERVICE INTERRUPTIONS. At Client's request, GlobalCenter
will investigate any report of Downtime, and attempt to remedy any Downtime
expeditiously. GlobalCenter reasonably determines that all facilities, systems
and equipment furnished by GlobalCenter are functioning properly, and that
Downtime arose from some other cause, GlobalCenter reserves the right to
recover labor and materials cost for services actually performed at the usual
and customary rates for similar services provided by GlobalCenter to
clients in the same locality.

6.3  TERMINATION. Client may terminate a Service Order in the event of Downtime
of either twenty-four (24) hours of cumulative time during any continuous
twelve (12) month period, or any continuous Downtime of eight (8) hours or more.

6.4  SALE REMEDY. The terms and conditions of this Section 6 shall Client's
sole remedy and GlobalCenter's sole obligation for any Downtime.

7.   USER CONTENT. Client is solely responsible for the content of any
postings, data, or transmissions using the Services ('Consent'), or any other
use of the Services by Client or by any person or entity Client permits to
access the Services (a 'User'). Client represents and warrants that is and
any User will not use the services for unlawful purposes (including without
limitation infringement of copyright or trademark, misappropriation of trade
secrets, wire fraud, invasion of privacy, pornography, obscenity and
libel), or to interfere with or disrupt other network users, network services
or network equipment. Disruptions include without limitation distribution of
unsolicited advertising or chain letters, repeated harrassment of other network
users, wrongly impersonating another such user, falsifying one's network
identity for improper or illegal purposes, sending unsolicited mass
e-mailings, propagation of computer worms and viruses, and using the network
to make unauthorized entry to any other machine accessible via the network. If
GlobalCenter has reasonable grounds to believe that Client or a User is
utilizing the Services for any such illegal or disruptive purpose, GlobalCenter
may suspend or terminate Services immediately upon notice to Client. Client
shall defend, indemnify, hold harmless GlobalCenter from and against all
liabilities and costs (including reasonable attorney's fees) arising from any
and all claims by any person arising out of Client's use of the Services,
including without limitation any content.

8.   PRICING AND PAYMENT TERMS

8.1. PAYMENT TERMS. Client shall pay the fees set forth in the Services Order
Form according to the terms set forth therein. Client agrees to pay a late
charge of two percent (2%) above the prime rate as reported by the Wall Street
Journal at the time of assessment or the maximum lawful rate, whichever is
less, for all undisputed amounts not paid within thirty (30) days of receipt of
invoice.

8.2  LATE PAYMENTS. In the event of non-payment by Client of sums over-due
hereunder for more than sixty (60) days, GlobalCenter may upon written notice
to Client either retain any equipment or other assets of Client then in
GlobalCenter's possession and sell them in partial satisfaction of such unpaid
sums, or request Client to remove equipment from GlobalCenter's premises within
ten (10) days. If Client fails to so remove, GlobalCenter may deliver the
equipment to Client at the latter's address for notices at Client's expenses
for shipment and insurance, and Client shall be obligated to accept such
delivery.

8.3  PRICE INCREASES. GlobalCenter shall not increase the prices for services
during the initial term of any Service Order, but may thereafter change prices
upon sixty (60) days written notice.

9.   MAINTENANCE AND SUPPORT. GlobalCenter shall provide Client with
maintenance and support of the Software and Hardware, if any ('Maintenance and
Support') as specified in the Service Specification.

9.1. EXCLUSIONS. Maintenance and Support shall not include services for
problems arising out of (a) modification, alteration or addition or attempted
modification, alteration or addition of the Hardware or Software undertaken by
persons other than GlobalCenter or GlobalCenter's authorized representative; or
(b) programs or hardware supplied by Client.

9.2. CLIENT DUTIES. Client shall document and promptly report all errors or
malfunctions of the Hardware or Software to GlobalCenter. Client shall take all
steps necessary to carry out procedures for the rectification of errors or
malfunctions within a reasonable time after such procedures have been received
from GlobalCenter. Client shall maintain a current backup copy of all programs
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data. Client shall properly train its personnel in the use and application of
the Hardware and Software.

10.   TERM AND TERMINATION

10.1. TERM. The term of this Agreement shall commence on the Effective Date and
continue indefinitely terminated in accordance with this Section 10. The term
of each Service Order shall be as indicated therein. The term of any Service
Order may be extended upon mutual agreement.

10.2. TERMINATION UPON DEFAULT. Either party may terminate this Agreement in
the event that the other party materially defaults in performing any obligation
under this Agreement and such default continues unremedied for a period of
thirty (30) days following written notice of default. In the event this
Agreement is terminated due to GlobalCenter's breach, GlobalCenter shall refund
to Client any Services fees on a straight time prorated basis.

10.3. TERMINATION UPON INSOLVENCY. This Agreement shall terminate, effective
upon delivery of written notice by a party, (i) upon the institution of
insolvency, receivership of bankruptcy proceedings or any other proceedings for
the settlement of debts of the other party; (ii) upon the making of an
assignment for the benefit of creditors by the other party; or (iii) upon the
dissolution of the other party.

10.4. EFFECT OF TERMINATION. The provisions of Sections 1, 2.3, 3.2, 7, 10.4,
11, 12, 13 and 14 shall survive termination of this Agreement. All other rights
and obligations of the parties shall cease upon termination of this Agreement.
The term of any license granted hereunder shall expire upon expiration or
termination of this Agreement.

11.   CONFIDENTIAL INFORMATION. All information identified disclosed by either
party ('Disclosing Party') to the other party ('Receiving Party'), if disclosed
in writing, labeled as proprietary or confidential, or if disclosed orally,
reduced to writing within thirty (30) days and labeled as proprietary or
confidential ('Confidential Information') shall remain the sole property of
Disclosing Party. Except for the specific rights granted by this Agreement,
Receiving Party shall not use any Confidential Information of Disclosing Party
for its own account. Receiving Party shall use the highest commercially
reasonable degree of care to protect Disclosing Party's Confidential
Information. Receiving Party shall not disclose Confidential Information to any
third party without the express written consent of Disclosing Party (except
solely for Receiving Party's internal business needs, to employees or
consultants who are bound by a written agreement with Receiving Party to
maintain the confidentiality of such Confidential Information in a manner
consistent with this Agreement). Confidential Information shall exclude
information (i) available to the public other than by a breach of this
Agreement; (ii) rightfully  received from a third party not in breach of an
obligation of confidentiality; (iii) independently developed by Receiving Party
without access to Confidential Information; (iv) known to Receiving Party at
the time of disclosure; or (v) produced in compliance with applicable law or a
court order, provided Disclosing party is given reasonable notice of such law
or order and an opportunity to attempt to preclude or limit such production.
Subject to the above, Receiving Party agrees to cease using any and all
materials embodying Confidential Information, and to promptly return such
materials to Disclosing Party upon request.

12.   LIMITATION OF LIABILITY. GLOBALCENTER'S LIABILITY FOR ALL CLAIMS ARISING
OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO
GLOBALCENTER UNDER THIS AGREEMENT. IN NO EVENT SHALL GLOBALCENTER BE LIABLE FOR
ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL INCIDENTAL,
CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT
OR THE USE OF THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF
LIABILITY, THIS LIMITATION WILL APPLY EVEN IF GLOBALCENTER HAS BEEN ADVISED OR
IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

13.   DISCLAIMER OF WARRANTIES. GLOBALCENTER SPECIFICALLY DISCLAIMS ALL
WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT OF THE SYSTEM OR SERVICES PROVIDED BY GLOBALCENTER HEREUNDER.

14.   MISCELLANEOUS

14.1. INDEPENDENT CONTRACTOR. The relationship of GlobalCenter and Client
established by this Agreement is that of independent contractors, and nothing
contained in this Agreement shall be construed to (i) give either party the
power to direct and control the day-to-day activities of the other, (ii)
constitute the parties as partners, joint ventures, co-owners or otherwise as
participants in a joint undertaking; or (iii) allow either party to create or
assume any obligation on behalf of the other party for any purpose whatsoever.

14.2. NOTICES. Any notice required or permitted hereunder shall be in writing
and shall be given by registered or certified mail addressed to the address
first written above. Such notice shall be deemed to be given upon the earlier
of actual receipt or three (3) days after it has been sent, properly addressed
and with postage prepaid. Either party may change its address for notice by
means of notice to the other party given in accordance with this Section.

14.3. ASSIGNMENT. Client may not assign this Agreement, in whole or in part,
either voluntarily or by operation of law, and any attempt to do so shall be a
material default of this Agreement and shall be void.

14.4. GOVERNING LAWS. This Agreement shall be interpreted according to the laws
of the State of California


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without regard to our application of choice-of-law rules or principles. The
parties hereby agree to the exclusive jurisdiction of the state and federal
courts located in Santa Clara County, California.

14.5.  ENTIRE AGREEMENT AND WAIVER. This Agreement shall constitute the entire
agreement between GlobalCenter and Client with respect to the subject matter
hereof and all prior agreements, representations, and statement with respect to
such subject matter are superseded hereby, including without limitation any
non-disclosure agreement previously executed between the parties. This
Agreement may be changed only by written agreement signed by both GlobalCenter
and Client. No failure of either party to exercise or enforce any of its rights
under this Agreement shall act as a waiver of subsequent breaches; and the
waiver of any breach shall not act as a waiver of subsequent breaches.

14.6.  SEVERABILITY. In the event any provision of this Agreement is held by a
court or other tribunal of competent jurisdiction to be unenforceable, that
provision will be enforced to the maximum extent permissible under applicable
law, and the other provisions of this Agreement will remain in full force and
effect.

14.7.  NON-SOLICITATION. During the term of this agreement and for a period of
one (1) year thereafter, Client shall not solicit, nor attempt to solicit the
services, of any employee or subcontractor of GlobalCenter without the prior
written consent of GlobalCenter.

14.8.  SUBSTITUTION. GlobalCenter may substitute, change or modify the Software
or Hardware at any time, but shall not thereby alter the technical parameters
of the Services.

FRONTIER GLOBALCENTER                   GOTO.COM

                                        /s/ THOMAS SOULANILLE
------------------------------          -----------------------------    

By:                                     By: Thomas Soulanille
    --------------------------              -------------------------    

Title:                                  Title: VP Technology
       -----------------------                 ----------------------    





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