{"id":42024,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-hotmail-corp-and-greet-street.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-hotmail-corp-and-greet-street","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-hotmail-corp-and-greet-street.html","title":{"rendered":"Agreement &#8211; Hotmail Corp. and Greet Street"},"content":{"rendered":"<pre>                           [GREET STREET LETTERHEAD]\n\n                                                                 August 21, 1997\n\nScott Weiss\nDirector, Business Development\nHotmail Corporation\n1290 Oakmead Parkway, Suite 218\nSunnyvale, CA  94086\n\n             AGREEMENT BETWEEN HOTMAIL CORPORATION AND GREET STREET\n\nDear Scott:\n\nThis Agreement is entered into as of August 21, 1997, by and between THE VIRTUAL\nMALL, INC., d.b.a. GREET STREET, a California corporation with its principal\noffice at 123 Townsend Street, San Francisco, California 94107 (\"Greet Street\")\nand HOTMAIL CORPORATION, a California corporation with its principal office at\n1290 Oakmead Parkway, Sunnyvale, California 94086, (\"Hotmail\") concerning Greet\nStreet's provision of social expression and electronic greeting products and\nservices to Hotmail's users.\n\n1.      Background\n\nHotmail is the leading Web-based free E-mail service.\n\nGreet Street is the leading provider of online digital greetings and social\nexpression products (also referred to as Dynamic E-mail). Greet Street's service\nallows customers to personalize digital postcards and animated E-greetings(R)\nproducts and have them delivered by E-mail or via the Internet to the\nrecipient(s) of their choice. Animated E-greetings(R) products are currently\nscheduled for launch later this year.\n\n2.      Greet Street Responsibilities\n\nGreet Street agrees to undertake the following responsibilities:\n\na)      Store creation\n\nGreet Street will create and host a co-branded Web site (hereafter referred to\nas \"the Store\"). The Store will be based upon Greet Street's current Web site,\nbut will include the Hotmail logo in the main category frame. Such logo will be\nprominently positioned and displayed according to Greet Street's standards for\npartner logos. The Store homepage will incorporate more extensive co-branding,\nwith the Hotmail logo displayed at least as prominently as the Greet Street\nlogo. Greet Street will provide Hotmail with specifications for any\nHotmail-specific copy or artwork required for inclusion in the Store. It is\nanticipated that Hotmail will implement a frame at the top of the Store to allow\nfor easy return back to. Hotmail.\n\nThe Store will offer a wide array of digital greeting products, appropriate for\na broad consumer audience in addition to specific community niches. For the\npurposes of rating the content of these\n\n\n[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\n    WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \n    TO THE OMITTED PORTIONS.\n\n                                       1\n\n\nproducts, Greet Street's product database is segmented into categories that\nroughly correspond to the commonly accepted G, PG and R ratings of motion\npictures. Greet Street agrees that it will not offer products within the Store\nin those categories which Hotmail instructs Greet Street in writing not to\noffer.\n\nHotmail understands that the design and structure of the Store is subject to\nmodification by Greet Street from time to time. However, Hotmail shall have the\nright to review and approve the introduction of new product types that are\nmaterially different from Greet Street's current offerings (Animated Greetings\nwill be considered part of Greet Street's current offerings. Hotmail will not\nwithhold such approval so long as the new offering (a) is demonstrably similar\nin nature or an enhancement to existing digital greeting products, (b) does not\nadversely impact Hotmail's operating resources and (c) does not violate or\nconflict with any agreement to which Hotmail is a party or by which the Hotmail\nservice is bound.\n\nb)      Store management\n\nGreet Street will be responsible for all management and operation of the Store,\nincluding, for example, all customer service, content management and product\nloading. Greet Street will (a) provide and manage all servers,\ntelecommunications, facilities maintenance, operations and technical support\nrelated to the delivery of the Store, and (b) provide all technical, support,\nsales, administrative and management personnel, facilities, equipment, supplies\nand services as are necessary to develop, launch and maintain the Store as\ncontemplated by this Agreement.\n\nHotmail will make commercially reasonable efforts to ensure that Greet Street's\nproducts may be received and displayed by users of the Hotmail service.\n\nGreet Street will make commercially reasonable efforts to operate the Store in\ncompliance with commonly accepted technical performance standards and will make\ncommercially reasonable efforts to ensure that the technical performance\nstandards for the Store will meet or exceed the measured performance of Greet\nStreet's other commercially available Web sites.\n\nc)      Technical integration\n\nHotmail and Greet Street agree to mutually determine a minimum level of\nintegration between Hotmail's E-mail service and the Store's product ordering\nand personalization process. For example, by way of illustration only, Hotmail\nmay choose to pass Greet Street the E-mail addresses of each user so that Greet\nStreet may automatically populate the \"From\" field of Dynamic E-mail products\npurchased by that customer.\n\nGreet Street and Hotmail agree to mutually explore further options for\nintegrating the Store with Hotmail's service.\n\nd)      Order tracking\n\nGreet Street's server software will record every purchase that originates from\nthe Store. This includes purchases from customers who have clicked through to\nthe Store directly from Hotmail and from those who have \"bookmarked\" the Store\nand returned there to make a purchase independently of Hotmail. Greet Street's\nreporting requirements are detailed in Section 7.\n\n\n                                       2\n\n\ne)      Restrictions on usage\n\nGreet Street will implement terms and conditions of sale that are at least as\nrestrictive as those implemented from time to time by Hotmail in connection with\n`spamming' and harassment by users of its Email service, and such terms and\nconditions of sale shall specifically prohibit the use of the Store for the\npurposes of `spamming' or harassment. Furthermore, Greet Street will make\ncommercially reasonable efforts to prevent usage of the Store for such purposes\nand will reasonably cooperate with Hotmail to respond to any such `spamming' or\nharassment that is determined to have originated from the Store.\n\n3.      Hotmail Responsibilities\n\na)      Integration of the Store with Hotmail\n\nThe Store will be, accessed through each of the main communication areas of\nHotmail, including:\n\no   E-mail Compose page;\n\no   Compose Reply-Mail page;\n\no   Address Book;\n\no   Address QuickList.\n\nIn the event that Hotmail introduces additional communication utilities and\nareas (for example, \"buddy\" lists and chat functionality), the parties will\nmutually determine whether to link to the Store from these areas. Hotmail will\ngive reasonable consideration to Greet Street's request for such links but will\nnot be obligated to include them. Any new areas on the Hotmail site\n(www.Hotmail.com) will be covered by Section 5 on exclusivity.\n\nHotmail agrees that the Store will be accessible with no more than one click\nfrom each of the communication areas listed above and will be clearly and\nprominently available to every Hotmail customer during every session in which\nthe communication areas are accessed:\n\no   Hotmail users will access the Store via a \"button\" on each of the\n    communication areas that are hyperlinked to the Store. Such buttons will be\n    presented in such a manner as to make them appear an integral extension of\n    the Hotmail service and will be provided with the same level of prominence\n    as the other integral functions of those areas. For example, the button on\n    the E-mail Compose page will have the same level of prominence as the\n    current \"E-mail Lookup\" button.\n\no   Greet Street and Hotmail will mutually determine the wording and\/or\n    artwork to be placed on these buttons. If, at any time, Hotmail allows or\n    enables other third parties to display their trademarks and\/or trademark\n    notices on those pages within the Hotmail service containing buttons linking\n    to the Store, then Hotmail shall enable Greet Street to display its\n    trademark \"E-greetings(R),\" and associated trademark notices, provided that\n    all use of Greet Street's trademarks shall be subject to Greet Street's\n    trademark usage guidelines and quality control\n\n\n                                       3\n\n\n    standards. Where necessary, Hotmail will provide Greet Street with\n    specifications for any artwork or copy to be provided by Greet Street.\n\nGreet Street understands that the design and overall structure of the Hotmail\nservice is subject to modification and that such modification may affect the\nplacement and size of certain elements of the interface. However, Hotmail agrees\nthat such modifications will not materially and adversely affect the overall\nprominence and accessibility of the buttons and links to the Store.\n\nb)      Promotion\n\nHotmail will make commercially reasonable efforts to promote the use of Greet\nStreet' services on an on-going basis. Specifically, Hotmail undertakes the\nfollowing promotions as no cost to Greet Street:\n\ni.      \"Welcome\" page promotion\n\nHotmail is planning to introduce a \"Welcome\" page that will be displayed to\nevery user immediately after they have logged in to the Hotmail service.\n\nIt is currently anticipated that the Welcome page will be available on or before\nthe Launch Date of the Store. The purpose of the Welcome page is to provide\nHotmail with a premium area on which to communicate with customers and sell\nadvertising. For the purposes of this Agreement, the \"Launch Date\" is the\nearlier of (a) date upon which the Store is first made publicly accessible from\nHotmail via such links as detailed above and (b) October 1, 1997.\n\nHotmail agrees to provide Greet Street with a total of [********************] of\npromotion on the welcome page with a limited frequency of [*******] impressions\nper user per consecutive running promotion. The days of promotion must be used\nin increments of at least [**************] each and are limited to [*********]\ndifferent runs in total. Only [*************************************] will be\nallowed in the first [********************] following the Launch Date, unless \nthe Welcome page is not available on or before the Launch Date. Such promotion\nwill be at the same level of prominence offered to most other third parties.\nHotmail will enable `pacing' of such impressions at such time as pacing is\nreadily available as part of Hotmail's course of normal business operations.\n\nii.     Banner impressions\n\nHotmail will provide Greet Street with [***********************] banner\nimpressions each [*****] during the first [**************] following the Launch\nDate. For the second [********************] following the Launch Date, Hotmail\nwill provide Greet Street with monthly advertising impressions equal to [***\n*******************************************************************************\n************************************************************] (this royalty is\ndescribed in Section 7 - Royalty Payments). By way of example only, if the\nadvance royalty guarantee payable for the [***************************] were to\nequal [********], then Hotmail would provide Greet Street with [***********\n***********] free impressions each month.\n\niii.    Targeting of promotion and banner impressions\n\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n\n                                       4\n\n\nThe banner impressions to be provided to Greet Street by Hotmail. as described\nabove may be used by Greet Street at its discretion, provided that Hotmail is\ngiven reasonable advance notice of Greet Street's requirements and that the\nnecessary impressions inventory has not already been pre-sold to another third\nparty. Hotmail further agrees that:\n\no   Greet Street may elect to target advertising impressions to any of the\n    specific areas of the Hotmail service and demographic splits offered to\n    other Hotmail advertisers. Hotmail agrees that Greet Street may target at\n    least [******************] of its free advertising impressions to the E-mail\n    compose pages.\n\no   After [********] days from the Launch Date, Greet Street may provide Hotmail\n    with the E-mail addresses of specific Store customers for exposure to\n    certain advertising and promotion impressions on Hotmail. For example, Greet\n    Street may elect to compile a list of frequent Store customers, infrequent\n    Store customers, etc. Greet Street will provide this information to Hotmail\n    on a timely basis, no more frequently than is mutually deemed acceptable, in\n    the format specified by Hotmail.\n\no   Greet Street may elect to target promotions and banners to Hotmail users who\n    have never purchased from the Store.\n\nIf any component of Greet Street's marketing activities requires Hotmail's\nassistance for implementation, Hotmail will have the option (but not the\nobligation) to participate at its discretion. Hotmail will give reasonable\nconsideration to such participation. Greet Street agrees to share the learning\nfrom any such marketing activities or testing in which Hotmail participates.\n\niv.     Future Promotional Opportunities\n\nIf Hotmail creates event or holiday-specific areas within its service (for\nexample, Christmas promotional area, Valentine's Day promotional area, Mother's\nDay promotional area, etc.), then Hotmail and Greet Street shall mutually\ndetermine whether to establish a link to the Store from such areas. Hotmail will\ngive reasonable consideration to Greet Street's request for such links, but,\nwill not be obligated to include them\n\nv.      Reporting\n\nHotmail will create a monthly report detailing, for each calendar month\nfollowing the Launch Date:\n\no   The number of page views for each promotional banner or button that is\n    hyperlinked to the Store;\n\no   The number of transfers from each promotional banner or button that is\n    hyperlinked the Store;\n\no   The total number of active Hotmail users (defined as those who access the\n    Hotmail service a minimum of once per week during such month);\n\no   The total number of E-mail messages sent by Hotmail customers during such\n    month.\n\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n\n                                       5\n\n\nHotmail will send this report to Greet Street no later than twenty (20) days\nafter the end of each month during the term of this Agreement following the\nLaunch Date. Hotmail will make commercially reasonable efforts to provide Greet\nStreet with page view and other reports on a more timely basis (e.g. daily or\nweekly) if the reports are readily available as part of Hotmail's course of\nnormal business operations.\n\n4.      Other Promotional Undertakings\n\n[********************************************\n\n************************************************************************\n*******************************************************************************\n****************************************************************************\n*****************************************************************************\n****************************************************************************\n********************************************************************************\n********************************************************************\n*************************************************************************\n*****************************************************************************\n*************************************************************************\n*******************************************************************************\n************************** \n\n********************************************************************************\n*******************************************************************************\n********************************************************************************\n********************************************************************************\n******************************************************************************\n****************************************************************]\n\nb)      Greet Street advertising commitment\n\nGreet Street agrees to spend no less than [********] to purchase additional\nadvertising on Hotmail over the term of this Agreement, beyond the free\nadvertising and promotion to be provided by Hotmail pursuant to Section 3(b)\n(Promotion) above. [*********************************************************\n****************************************************************] At least\n[*******] of the total commitment must be spent within the [**************\n******] following the Launch Date and an additional [*******] within the first\n[******** ******] following the Launch Date.\n\n5.      Exclusivity\n\nThe Store represents an important new channel of distribution for Greet Street's\nDynamic E-mail products, and Greet Street is willing to undertake the necessary\ninvestment to develop this distribution channel, conditioned upon Hotmail's\nagreement as follows:\n\n[**************************************************************************\n********************************************************************************\n******************************************************************************\n******************************************************************************\n*******************************************************]\n\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n\n                                       6\n\n\n[******************************************************************************\n*****************************************************************************\n*******************************************************************************\n*******************************************************************************\n\n*******************************************************************\n********************************************************************************\n****************************************************************************\n************************************************************************\n*************************************************************************\n********************************************************************************\n*******************************************************************************]\n\n6.      Customer Information and Marketing\n\nGreet Street will provide Hotmail, on a quarterly basis, an electronic report\nwhich includes the E- mail addresses of all Hotmail users who have (a) made\npurchases or (b) sent free cards in the Store. In addition, after 120 days from\nthe Launch Date, Greet Street will provide on a quarterly basis Greet Street's\nstandard aggregate report on all Hotmail user information collected that will\ninclude a card category, purchase volumes by date, average purchase frequency\nand a report of other services used (e.g. reminders for Holidays, birthdays\netc.). However, due to privacy considerations, this report will not include the\ndetails of specific customer orders, purchase volumes or order history. Greet\nStreet will provide Hotmail with such reports on a more timely basis (e.g.,\nmonthly, weekly or daily), if the reports are readily available as part of Greet\nStreet's course of normal business operations.\n\nAny personal information collected by Greet Street from Hotmail customers who\npurchase from the Store will remain confidential to Greet Street. For example,\nby way of illustration only, credit card details, birthdays, details of friends\n&amp; relatives and other personal information are provided by customers to the\nStore on a confidential basis and will not be provided to Hotmail.\n\nHotmail warrants that it shall keep all customer information provided by Greet\nStreet confidential and will not share such information with any third party,\nnor sell advertising to any party engaged in the Dynamic E-mail business based\nupon such information both during the term of and for [*************] following\nthe expiration of this agreement. However, Hotmail may, on a confidential basis,\nshare aggregate information (as described above) provided by Greet Street with\nparties who are not engaged in the Dynamic E-mail business.\n\nIn addition, Hotmail shall not engage, nor shall it permit or enable any third\nparty to engage, in direct promotion, advertising or other forms of marketing,\nwhich (i) is based upon the customer information provided to it by Greet Street,\nthat would be reasonably likely to jeopardize Greet Street's relationships with\nits customers, or (ii) includes, mentions or refers to, either directly or\nindirectly, Greet Street, or any of Greet Street's other trademarks, without the\nprior written approval of Greet Street, which approval will not be withheld\nunreasonably.\n\n7.      Royalty Payments\n\n[****************]\n\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n\n                                       7\n\n\n[**************************************************************************\n*********************************************\n\n        *      ******************************                   ********\n\n        *      **************************                        *******\n\n        *      *****************************                    ********\n\n[*******************************************************************************\n**************************************************************************\n*****************************************************************************\n******************************************************************************\n***************************************************************************\n****************************************************************************\n******************************************************************************\n*****************************************************************************\n*******************************************************************************\n*******************************************************************************\n*****************************************************************************\n*****************************************************************************\n*****************************************************************************\n******************************************************************************\n\n********************************************************************************\n**************************************************************************\n****************************************************************************\n******************************************************************************\n****************************************************************************\n*****************************************************************************\n****************************************]\n\n[*****************\n\n*****************************************************************************\n****************************************************************************\n********************************************************************************\n*******************************************************************************\n*******************************************************************************\n***************************************************************************\n******************************************************\n\n**************************************************************************\n************\n\n***************************************************************************\n    ***************************\n\n****************************************************************\n\n***************************************************************************]\n\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n                                       8\n\n\n[*************************************************************************\n**************************************************************************]\n\nGreet Street will send this report to Hotmail, together with a check payable to\nHotmail for the amount equal to any royalties due on such revenue as specified\nabove, no later than thirty (30) days after the end of each calendar quarter\nfollowing the Launch Date.\n\nHotmail will have the right, at its own expense, to direct an independent\ncertified public accounting firm to inspect and audit of all the accounting and\nsales books and records of Greet Street that are relevant to gross revenues\nbooked by Greet Street from the sale of product in the Store; provided that (a)\nany such inspection and audit will be conducted during regular business hours\nin such a manner as not to interfere with normal business activities; (b) in no\nevent will audits be made hereunder more frequently than once each calendar\nyear; (c) if any audit should disclose an underpayment, Greet Street will\nimmediately pay such amount to Hotmail; and (d) the reasonable fees and expenses\nrelating to any audit which reveals an underpayment in excess of five percent\n(5%) of the amount owing will be borne entirely by Greet Street.\n\n8.      Term, Termination and Renewal\n\n[***************************************************************************\n**********************]\n\nIn the event of any material breach hereof by a party, the other party will have\nthe right to terminate this Agreement following thirty (30)-days' written notice\nand opportunity to cure. Termination will not affect accrued payment\nobligations, but no further advance royalty payments shall be due following\ntermination. In the event Greet Street terminates this Agreement as a result of\nan uncured breach by Hotmail, Hotmail shall refund all advances paid to it by\nGreet Street, less the amount of royalties, if any, that shall have been\ncredited or recouped against such amounts as of the effective date of\ntermination.\n\nIf, other than under Title 11 of the United States Code, either party becomes\nsubject to any voluntary or involuntary insolvency, cession, bankruptcy, or\nsimilar proceedings, then the other party shall have the right to immediately\nterminate this Agreement.\n\n[*******************************************************************************\n********************************************************************************\n*******************************************************************************\n***********************************************************************\n**************************************************************************\n***********************************************************************]\n\n9.      Confidentiality\n\nBoth parties shall treat as confidential and proprietary all confidential\ninformation provided by one party to the other in connection with this Agreement\nand the party receiving such information shall not use or disclose such\ninformation to any third parties (except to the extent otherwise permitted by\nthis Agreement) without the prior written consent of the disclosing party,\nunless such information is or becomes generally known to the public or is\nindependently\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n                                       9\n\n\ndeveloped or generated by the receiving party by personnel who have no access to\nthe information disclosed to the receiving party or as otherwise required by\nlaw.\n\nIn addition, neither party will reveal the specific financial terms of this\nAgreement to a third party, with limited exceptions to allow the party to reveal\nsuch information to its legal and financial advisers, accountants, and actual or\nprospective investors and lenders, to permit a party to enforce its rights\nhereunder, and otherwise as required by law.\n\n10.     Licenses\n\nIf at any time, Hotmail grants Greet Street the right to include its trademark\nnotices within the Hotmail, service as contemplated in Section 3a, then Greet\nStreet will grant Hotmail an appropriate trademark usage license.\n\n[*****************************************************************************\n***************************************************************************\n**************************************************************************\n******************************************************************************\n*****************************************************************************\n******************************************************************************\n********]\n\n11.     Representations and Warranties\n\nEach party represents and warrants to the other party that such party has the\nfull corporate right, power and authority to enter into this Agreement and to\nperform the acts required of it hereunder; and the execution of this Agreement\nby such party, and the performance by such party of its obligations and duties\nhereunder, do not and will not violate any agreement, binding obligation or\ncommitment to which such party is a party or by which it is otherwise bound; and\nwhen executed and delivered by such party, this Agreement will constitute the\nlegal, valid and binding obligation of such party, enforceable against such\nparty in accordance with its terms, except to the extent that such enforcement\nmay be subject to applicable federal or state bankruptcy, insolvency,\nreorganization, fraudulent conveyance or other laws or court decisions relating\nto or affecting the rights of creditors generally, and such enforcement may be\nlimited by equitable principles of general applicability. In addition, Greet\nStreet represents and warrants to Hotmail that it is the owner of all right,\ntitle and interest in and to, or is the licensee with the right to use,\nreproduce, distribute and sell as contemplated in this Agreement, the Dynamic\nEmail products to be marketed and sold in the Store, and that the Dynamic Email\nproducts (prior to their modification or customization by Hotmail customers) do\nnot and will not (x) infringe on or violate any intellectual property right of\nany third party or (y) violate any applicable law, regulation or third party\nright when used in a manner consistent with this Agreement. In the event that\nany party becomes aware of any such infringement (or alleged infringement) or\nviolation, such party will promptly notify the other party and shall provide all\ninformation relating to such matters as such other party may reasonably request.\n\nEXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, NEITHER PARTY MAKES, AND EACH\nPARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS\nOR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT,\nINCLUDING ANY IMPLIED\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n                                       10\n\n\nWARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR\nNON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE\nOF PERFORMANCE.\n\n[*************************************************************************\n*******************************************************************************\n****************************************************************************\n****************************************************************************\n*************************************]\n\n12.     Indemnification\n\nSubject to the limitations set forth below, Greet Street, at its own expense,\nwill defend, or at its option settle, any claim, suit or proceeding against\nHotmail and pay any final judgment entered or settlement against Hotmail in any\nsuch claim, suit or proceeding, to the extent that such claim, suit or\nproceeding is based upon (a) the infringement of any trademark or service mark\nrights by the E-greetings trademark or the Greet Street logo; (b) the\ninfringement or misappropriation of any patent, copyright or trade secret, or\nviolation of any other third party right, in connection with the operation of\nthe Store; or (c) any other third party claim arising out of, relating to or\nresulting from the operation of the Store, except to the extent such claim\narises out of or results from the negligence or willful misconduct of Hotmail,\nincluding any breach by Hotmail of its obligations under this Agreement. Greet\nStreet will have no obligation to Hotmail pursuant to this Section 12 unless:\n(x) Hotmail gives Greet Street prompt written notice of the claim, suit or\nproceeding and cooperates reasonably with Greet Street; and (y) Greet Street is\ngiven the right to control and direct the investigation, preparation, defense\nand settlement of the claim, suit or proceeding.\n\nSubject to the limitations set forth below, Hotmail, at its own expense, will\ndefend, or at its option settle, any claim, suit or proceeding against Greet\nStreet and pay any final judgment entered or settlement against Greet Street in\nany-such claim, suit or proceeding, to the extent that such claim, suit or\nproceeding is based upon (a) the infringement of any trademark or service mark\nrights by the Hotmail trademark or logo; (b) the infringement or\nmisappropriation of any patent, copyright or trade secret or the violation of\nany other third party right; or (c) any third party claim arising out of,\nrelating to or resulting from the operation of Hotmail's service (excluding the\nStore), except to the extent such claim arises out of or results from the\nnegligence or willful misconduct of Greet Street including any breach by Greet\nStreet of its obligations under this Agreement. Hotmail will have no obligation\nto Greet Street pursuant to this Section 12 unless: (x) Greet Street gives\nHotmail prompt written notice of the claim, suit or proceeding and cooperates\nreasonably with Hotmail; and (y) Hotmail is given the right to control and\ndirect the investigation, preparation, defense and settlement of the claim, suit\nor proceeding.\n\n13.     Press Release\n\nUpon the execution of this Agreement the parties will work together to write a\njoint press release, describing the relationship created by this Agreement. The\nparties agree to collaborate to write additional joint press releases on an\non-going basis.\n\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n                                       11\n\n\n14.     Miscellaneous Provisions\n\na)      Intellectual Property\n\nExcept as expressly provided in Section 11 of this Agreement, Greet Street will\nacquire no title to or interest in any of Hotmail's copyrights, trademarks or\nother intellectual property rights and Hotmail shall acquire no title to or\ninterest in any of Greet Street's copyrights, trademarks or other intellectual\nproperty rights.\n\nb)      Parties not Joint Venturers\n\nThis Agreement is intended as a distribution agreement between the parties, and\nnothing contained herein shall be construed so as to make the parties partners\nor joint venturers or agents of one another.\n\nc)      Modifications and Waivers\n\nNo waiver or modification of any of the terms of this Agreement shall be valid\nunless in writing, signed by both parties. Failure by either party to enforce\nany rights under this Agreement shall not be construed as a waiver of such\nrights.\n\nd)      Invalidity of Separable Provisions\n\nIf any provision of this Agreement is for any reason held to be invalid, such\nprovision shall be enforced to the maximum extent permissible and the remaining\nprovisions of this Agreement will remain in full force and effect, provided that\nthe essential purposes of this Agreement may be maintained.\n\ne)      Entire Understanding; Amendments\n\nThis Agreement contains the entire understanding of the parties with respect to\nits subject matter, and supersedes all prior or contemporaneous understandings\nand communications between the parties on that subject matter. No provision of\nthis Agreement may be changed or modified except as provided in a separate\nwriting, signed by the parties. There are no representations, warranties,\npromises, or undertakings between the parties other than those contained in this\nAgreement.\n\nf)      Choice of Law and Jurisdiction\n\nThis Agreement shall be construed and governed in accordance with the laws of\nthe State of California as applied to contracts made and performed therein,\nwithout reference to its conflict of laws principles. Both parties hereby submit\nto jurisdiction in State and Federal Courts in California.\n\ng)      Attorneys' Fees\n\n\n                                       12\n\n\nIf any legal action at law or in equity, arbitration or other action or\nproceeding is necessary to enforce the terms of this Agreement, the prevailing\nparty shall be entitled to reasonable attorneys' fees in addition to costs of\nsuit and to any other relief which that party may be entitled.\n\nh)      Force Majeure\n\nNeither party shall be liable for any failure or delay in the performance of\nobligations due to force majeure, namely any cause or matter not within its\nreasonable control and not reasonably foreseeable by the party. Such a party\nshall be entitled to suspend performance of its obligations under this Agreement\nto the extent that and for so long as effected by the force majeure.\n\ni)      Construction\n\nThe captions and section headings of this Agreement are intended for ease of\nreference only and shall not be used in the interpretation or construction of\nthis Agreement. This Agreement shall be construed as a whole, according to its\nfair meaning, and not in favor of or against any party. By way of example and\nnot in limitation, this Agreement shall not be construed in favor of the party\nreceiving a benefit nor against the party responsible for the drafting of any\nparticular language in this Agreement.\n\nj)      Counterparts\n\nThis Agreement may be executed in one or more counterparts, each of which will\nbe deemed an original but all of which together will constitute one and the same\ninstrument.\n\nk)      Changes over Time\n\nThe parties acknowledge that because of the rapid pace of technological change\nand evolution in the industries associated with the Internet and software\nrelated thereto, many of the underlying facts and circumstances (including\nassumptions regarding the facts and circumstances) that were the basis for the\nallocation of various rights and obligations pursuant to this Agreement are\nlikely to change over time. In drafting this Agreement, the parties have\naddressed relevant facts and issues as they exist with current technologies and\ntoday's business models; however, the parties also intend for this Agreement to\nremain in force throughout the term as such technologies and business models\nchange over time, with appropriate modifications to reflect such equitable\nadjustments as are required to maintain a substantially comparable allocation of\nrights and obligations in light of changed circumstances. The parties do not\nintend for this Agreement to be effectively nullified or abrogated because of\nchanged circumstances, but rather intend that the intent and purpose of this\nAgreement be preserved as circumstances change. To such end, the parties agree\nthat certain provisions regarding the parties' respective rights and obligations\nunder this Agreement, while drafted to address current circumstances, are also\nintended to reflect general principles to be implemented by the parties in a\npragmatic and meaningful way as such circumstances change. Notwithstanding the\nforegoing, the provisions of this Section 14(i) shall not apply to those rights\nand\/or obligations that should not be affected by changes in technology and\/or\nbusiness models.\n\n\n                                       13\n\n\nIN WITNESS HEREOF, the parties have executed this Agreement as of the date set\nforth above.\n\nHotmail Corporation                      The Virtual Mall, Inc.\n\n                                         (d\/b\/a Greet Street)\n\nBy:     \/s\/ Scott Wiseman                By: \/s\/ Paul Lipman\n   ---------------------------------         --------------------------\n                                             Paul Lipman,\nIts: Director, Business Development          Director of Business Development\n\n\n\n\n                                       14\n\n\n                              ADDENDUM TO AGREEMENT\n                                     BETWEEN\n                      HOTMAIL CORPORATION AND GREET STREET\n\nAs permitted by section 14e. of the Agreement Between Hotmail Corporation and\nGreet Street, that became effective on August 21st, 1997, the parties hereby\nagree to amend the Agreement as of August 1, 1998 (Addendum Effective Date) as\nfollows:\n\nModifications and Amendments\n\nThe following paragraph will be added at the end of Section 3bi:\n\nThe current promotion of an \"Email greetings\" button on Hotmail's \"Centerpoint\"\npage will be deemed (acceptable as a \"welcome\" page promotion each day of\nCenterpoint promotion will count towards Greet Street's aforementioned [*******]\nof promotion. This button will remain in effect until October 1998. As of the\neffective date of this addendum, Greet will have a total of [*********] Mail-me\nbanner campaigns consisting of a minimum of [********] impressions per campaign.\n\nThe following paragraph will be added at the end of Section 3bii:\n\nHotmail agrees to bonus Greet Street an additional 1 million banner impressions\nper month as of the Addendum Effective Date for the term of the agreement. Greet\nStreet may elect to accrue these additional impressions and use them all in one\nmonth during the contract term.\n\nSection 4a shall be deleted.\n\nThe following paragraph will be added at the end of Section 7a:\n\nGreet Street will make an additional payment to Hotmail in the amount of\n[*******] on October 1, 1998.\n\nThe following paragraph will be added at the end of Section 8 paragraph 1:\n\n\"This Agreement Shall commence on August 21 and terminate one (1) year after the\nLaunch Date\" Shall be modified as follows:\n\nThis Agreement shall commence on August 21 and will expire on November 1, 1998.\nThe agreement will renew automatically on November 1, 1998 for successive thirty\n(30) day periods unless one party serves written notice to the other party of\nits intention not to renew at least ten (10) days. prior to the end of the\nperiod. The additional renewal periods are subject to the following contractual\nmodifications:\n\nSubstitute Section 7 with:\n\nGreet Street agrees to pay Hotmail a fixed fee of [*******] per month \n([*******] for the month of October, as specified above).\n\n\n[*] - Indicates confidential information that has been\n      omitted and filed separately with the Securities\n      and Exchange Commission.\n\n\n\n        IN WITNESS WHEREOF, each of the parties hereto have executed this\nAddendum as of the Addendum effective date.\n\nHotmail Corporation                               Greet Street\n\n\nBy:      \/s\/ Sabeer Bhatia                        By:     \/s\/ Paul Lipman\n      ----------------------------------               -------------------------\nName:    Sabeer Bhatia                            Name:   Paul Lipman\n      ----------------------------------               -------------------------\nTitle:   GM, Hotmail - MS                         Title:  VP, Consumer Business\n       ---------------------------------                 -----------------------\n\nDate:    8\/11\/98                                  Date:   8\/7\/98\n      ----------------------------------               -------------------------\n\n\n\n TYPE:  EX-10.15\n SEQUENCE:  7\n DESCRIPTION:  1999 EGREETINGS NETWORK INCENTIVE BONUS PLAN\n\n\n\n                                                                   EXHIBIT 10.15\n\n[EGREETINGS LOGO]\n\n\n                  1999 EGREETINGS NETWORK INCENTIVE BONUS PLAN\n--------------------------------------------------------------------------------\n\nPURPOSE                  To attract, reward, and retain outstanding employees\n                         who contribute to the success of the company.\n--------------------------------------------------------------------------------\n\nELIGIBILITY              All full-time, regular status employees who are hired\n                         by September 30, 1999 are eligible.\n\n                         Sales employees who are on base plus commission plans,\n                         temporary\/part-time employees, and contractors are not\n                         eligible to participate in this plan.      \n--------------------------------------------------------------------------------\n\nGUIDELINES               Employee:             5% of base salary\n                         Senior Technical:    10% of base salary\n                         Manager:             10% of base salary\n                         Director:            15% of base salary\n                         VP\/Sr. Director:     20% of base salary\n                         SVP:                 25% of base salary\n                         EVP:                 35% of base salary\n                         CEO:                 50% of base salary\n\n                         Bonus based on actual salary paid in 1999 (excluding\n                         any sign-on\/relocation bonuses)\n--------------------------------------------------------------------------------\n\nGOALS\/OBJECTIVES         50% of Estaff Bonus is based upon company-wide goals\n                         of: A) $3.5M in Revenue, B) 10.5M Cumulative\n                         Registered Customers, C) 6.0M Monthly Egreetings Sent,\n                         and D) 2.8M Unique Monthly Visitors (Media Metrix\n                         numbers). The remaining 50% of Estaff bonus would be\n                         discretionary and based on individual goals.\n\n                         Similarly, Staff bonus would be 50% on company-wide\n                         goals. The remaining 50% would be discretionary and\n                         based on the employee's performance evaluation.\n--------------------------------------------------------------------------------\n\nBONUS POOL CALCULATION   All of company financial goals must be met to fund the\n                         bonus pool at 100%.\n\n                         Achievement of financial and operational goals between\n                         80% to 110% will result in a sliding scale formula, as\n                         approved by the Board of Directors.\n\n                         No bonus pool if the company achieves less than 80% of\n                         financial and operational goals.\n--------------------------------------------------------------------------------\n\nPAYOUT                   Any employee who has a hire date after September 30,\n                         1999 will not receive a bonus payout.\n\n                         Payment of bonus will be made after the close of the\n                         fiscal year but no later than February 15, 2000. Bonus\n                         withholdings will be calculated at 20% and not subject\n                         to other deductions such as 401(k) contributions. Must\n                         be employed with the company as of payout date.\n--------------------------------------------------------------------------------\n                         \n\n                                                            Company Confidential\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7421],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9617],"class_list":["post-42024","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-egreetings-network-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42024","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42024"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42024"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42024"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42024"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}