{"id":42138,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/co-branding-agreement-theglobe-com-inc-and-the-boxlot-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"co-branding-agreement-theglobe-com-inc-and-the-boxlot-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/co-branding-agreement-theglobe-com-inc-and-the-boxlot-co.html","title":{"rendered":"Co-Branding Agreement &#8211; TheGlobe.com Inc. and The Boxlot Co."},"content":{"rendered":"<pre>\n*** - Indicates material that has been omitted pursuant to a request for \nconfidential treatment. This material has been filed separately with the \nSecurities and Exchange Commission. Original length of agreement before \nredaction: 18 pages.\n\n\n                             CO-BRANDING Agreement\n\n     This Co-Branding Agreement (the \"Agreement\") is entered into as of  March\n___, 1999 (the \"Effective Date\") by and between theglobe.com, Inc., with its\nprincipal place of business at 31 West 21st Street, New York, NY  10010\n(\"theglobe\"), and The Boxlot Company, with its principal place of business at\n12626 High Bluff Drive, Suite 370, San Diego, CA  92130 (\"Boxlot\").\n\n1.   DEFINITIONS.\n\n     (a) \"Boxlot Banners\" means any banner, button, text or similar ads Boxlot\nprovides to theglobe in connection with this Agreement.\n\n     (b) \"Boxlot Content\" means any content or information (including without\nlimitation any text, music, sound, photographs, video, graphics, data or\nsoftware), in any medium, provided by Boxlot to theglobe (other than Boxlot\nBanners), as part of the Service or on the Co-Branded Pages, including any\ncontent specified in Exhibit A.\n\n     (c) \"Boxlot Marks\" means all Boxlot domain names, trademarks, logos, and\nother graphics reasonably necessary or desirable for theglobe to perform under\nthis Agreement.\n\n     (d) \"Boxlot Site\" means the Boxlot-branded (i.e., non-co-branded) version\nof the Service and associated pages.\n\n     (e) \"Co-Branded Pages\" means all pages of the Service (including, without\nlimitation, any Java screens associated with the Service or emails or other\ndirect communications sent to Users by operation of the Service).\n\n     (f) \"Domain Name\" means the domain name described in Exhibit A.\n\n     (g) \"Launch Date\" means the first date on which the Service is made\npublicly available.\n\n     (h) \"Marks\" means the Boxlot Marks or theglobe Marks, as applicable.\n\n     (i) \"Net Revenues\" means all monetary consideration theglobe actually\nreceives for CPM- or CPC-based advertisements and promotions (other than those\nfor its commerce partners) delivered in connection with the Co-Branded Pages,\nless a sales and administration fee of 15%.\n\n     (j) \"Page Templates\" means theglobe's standard page layout templates, as\nrevised by theglobe from time to time.\n\n     (k) \"Service\" means the services described in Exhibit A, as changed over\ntime in accordance with this Agreement, which are co-branded using the Page\nTemplates.  The Service \n\n                                       1\n\n \nalso includes any Boxlot-operated back-end administration tools or pages used by\ntheglobe or Boxlot to exchange data in accordance with this Agreement.\n\n     (l) \"Shadow Site\" means the password-protected site where the Co-Branded\nPages are made available for theglobe's review and approval prior to being made\npublicly available.\n\n     (m) \"theglobe Marks\" means all theglobe domain names, trademarks, logos,\nand other graphics reasonably necessary or desirable for Boxlot to perform under\nthis Agreement.\n\n     (n) \"theglobe Site\" means all pages under the theglobe.com domain.\n\n     (o) \"User\" means any person who accesses any Co-Branded Page.\n\n2.   DEVELOPMENT AND IMPLEMENTATION.\n\n     2.1  Pre-Launch Deliverables.  On or around March 31, 1999, theglobe shall\ndeliver to Boxlot the Page Templates and the other materials specified in\nExhibit A.\n\n     2.2  Initial Development.  Boxlot shall develop the Co-Branded Pages using\nthe Page Templates and take all other steps required to co-brand the Service in\naccordance with Exhibit A.  In addition, if theglobe is passing any user data to\nBoxlot, theglobe's standard Automatic Partner Registration procedure shall\napply, and Boxlot shall perform the development necessary to use such procedure.\nThe current Automatic Partner Registration procedure is described in Exhibit D.\nBoxlot shall make the Service implementation available to theglobe on the Shadow\nSite prior to making it publicly available.  Boxlot shall not make the initial\nService implementation publicly available without theglobe's prior written\napproval.  Unless otherwise specified, each party shall be responsible for all\ndevelopment, hosting and other costs associated with the pages living on their\nservers and all emails they send.\n\n     2.3  Changes.  theglobe shall have sole control over the Service's look and\nfeel, and Boxlot shall not make any change in the Service's look and feel\nwithout theglobe's prior consent.  Further, Boxlot shall notify theglobe if\nBoxlot changes or adds any functionality of the services described in Exhibit A\n(as modified by Boxlot over time) as implemented on the Boxlot Site.  Unless\nrequested by theglobe, Boxlot shall implement such changes or additions to the\nService and make such implementation available on the Shadow Site for theglobe's\napproval within 30 days of their introduction on the Boxlot Site.  However,\nunder no circumstances shall Boxlot offer Users any community features (such as\nemail, chat, message boards, or the ability to create home pages) from the Co-\nBranded Pages without theglobe's consent, and if Boxlot desires to do so, the\nparties will work together to discuss appropriate implementations.  Boxlot shall\nmake available via the Shadow Site all changes to the Service or the Co-Branded\nPages completed in this Section 2, and Boxlot shall not implement such changes\non the publicly available Service or Co-Branded Pages until it has received\ntheglobe's approval.\n\n     2.4  Service Operation.  Boxlot shall host and operate the Service under\nthe Domain Name in accordance with the terms of Exhibit B.\n\n                                       2\n\n \n     2.5  Rebranding.  If requested by theglobe, Boxlot shall implement on the\nCo-Branded Pages new versions of the Page Templates if theglobe changes the Page\nTemplates across theglobe Site generally.  Further, if requested by theglobe,\nBoxlot shall create additional branded versions of the Service and Co-Branded\nPages branded with the branding of theglobe's distribution partners, which\nbranded versions shall be implemented within 30 days and subject to approval in\naccordance with this Section 2.\n\n     2.6  Boxlot Content.  Boxlot shall provide Boxlot Content to Users via the\nCo-Branded Pages, except that Boxlot shall deliver to theglobe those elements of\nBoxlot Content residing on theglobe's servers in accordance with the terms of\nExhibit A.  Unless otherwise directed by theglobe, the Co-Branded Pages shall\ninclude all of the content displayed on the Boxlot Site, and the Boxlot Content\nshall be updated to keep the Co-Branded Pages in parity with the Boxlot Site.\nAny nonconformance with the terms of the frequency\/quantity columns of Exhibit A\nshall permit theglobe to terminate immediately if the breach is not cured within\n12 hours.\n\n     2.7  Navigation. Boxlot shall not, in conjunction with the Service, use any\ninterstitials, pop-up windows, other intermediate steps or any other technology\nor content which acts as a barrier to the transition of a User from theglobe\nSite to the Co-Branded Pages, nor shall Boxlot otherwise frame the Co-Branded\nPages or use any other technology which interferes with or affects the page\nlayout of such pages.  All Co-Branded Pages shall link back to theglobe Site as\nspecified by theglobe.\n\n     2.8  User Relations.  Boxlot shall be responsible for providing all\ncustomer support regarding the Service or the Co-Branded Pages, and theglobe may\nredirect to Boxlot any associated customer support inquiries.  Boxlot shall have\nsole control over the user agreement that governs the Service, and Boxlot shall\nhave the sole responsibility for dealing with breaches of such user agreement.\nHowever, if theglobe has an issue with the user agreement or Boxlot's\nenforcement of it, the parties shall discuss such issues in good faith.\nFurthermore, Boxlot's privacy policy shall make any disclosures, or obtain any\nUser consent, reasonably requested by theglobe that the parties believe are\nnecessary to make the disclosures about Users back to theglobe required by this\nAgreement.  All Users shall be treated at least as favorable in all respects\n(including without limitation with respect to pricing, quality of service, and\ncustomer support responsiveness) as Boxlot treats users of the Boxlot Site.\n\n     2.9  Database Synchronization.  If requested by theglobe and if Boxlot\ncaptures relevant information, Boxlot shall use reasonable efforts to cooperate\nwith theglobe to implement ways for theglobe to capture User information to the\nextent that such information would change the relevant information in theglobe's\ndatabases.\n\n     2.10  Promotions.  Following the Launch Date, the parties shall conduct the\npromotions specified in Exhibit A.\n\n3.   ADVERTISING.\n\n                                       3\n\n \n     3.1  Ad Sales.  theglobe shall have sole control over all advertising and\npromotion inventory on the Co-Branded Pages.  Boxlot shall not introduce any\nadvertising spots or third party branding in conjunction with the Co-Branded\nPages or the Service without theglobe's approval.  If, after theglobe (or its\ndesignee) uses commercially reasonable efforts to sell such inventory, there\nremains unsold inventory, then theglobe may, in its sole discretion, place house\nor barter ads in such inventory.\n\n     3.2  Ad Serving.  theglobe or its designee shall be solely responsible for\nserving all advertisements and promotions in connection with the Co-Branded\nPages.  theglobe shall provide Boxlot with ad serving code, which Boxlot shall\nimplement at its own expense on all Co-Branded Pages.  theglobe hereby grants to\nBoxlot a nonexclusive license to use such code solely to permit theglobe or its\ndesignee to serve ads in connection with the Co-Branded Pages.  Boxlot shall\nnotify theglobe at least 15 days prior to making any changes that would affect\nserving ads on the Co-Branded Pages.\n\n     3.3  Boxlot Banners.  Boxlot shall deliver to theglobe any Boxlot Banners\nwhich are to be run in accordance with this Agreement.  Such banners shall\ncomply with theglobe's then-current technical standards.  The terms of any\ninsertion order or similar document regarding the Boxlot Banners are expressly\nrejected, except to the extent that they specify the location, timing or\nduration of the display of the Boxlot Banners and such terms are accepted by\ntheglobe.  Unless mutually agreed otherwise, Boxlot Banners shall link to the\nCo-Branded Pages.  theglobe may request that Boxlot Banners be co-branded with\ntheglobe Marks, in which case the parties shall work together to develop a\nmutually acceptable implementation.  theglobe may approve or reject any Boxlot\nBanner in its sole discretion.  theglobe shall use commercially reasonable\nefforts not to run banners on the Co-Branded Pages for the companies enumerated\non Exhibit C.  Boxlot may update Exhibit C from time to time during the term;\nhowever: (a) Boxlot may not add any site or company to Exhibit C which is not\nreasonably considered to be in the online auctions business, and (b) if Boxlot\nadds any new sites or companies to Exhibit C, theglobe shall be entitled to\ncomplete any contractual obligations pursuant to contracts in place with such\nsites or companies at the time of addition.\n\n4.   LICENSES AND STANDARDS.\n\n     4.1  Content.  Boxlot hereby grants to theglobe a non-exclusive, worldwide\nlicense to use, reproduce, create derivative works of (only as necessary to\nbuild pages in a manner consistent with this Agreement), publicly display,\npublicly perform and digitally perform Boxlot Banners, and those elements of the\nBoxlot Content served from theglobe's servers (as denoted in Exhibit A), on\ntheglobe Site or otherwise as reasonably appropriate to advertise and promote\nthe Service and the Co-Branded Pages.  Subject to the approval process in\nSection 2, theglobe hereby grants to Boxlot a non-exclusive, worldwide license\nto use, reproduce, create derivative works of (only as necessary to build Co-\nBranded Pages), publicly display, publicly perform and digitally perform the\nPage Templates on Co-Branded Pages.\n\n     4.2  Trademarks.  Boxlot hereby grants to theglobe a non-exclusive license\nto use the Boxlot Marks (including the Domain Name if applicable) to advertise\nand promote the Service.  \n\n                                       4\n\n \ntheglobe hereby grants to Boxlot a non-exclusive license to use theglobe Marks\n(including the Domain Name if applicable) on the Co-Branded Pages.\n\n     4.3  Trademark Restrictions.  The Mark owner may terminate the foregoing\ntrademark license if, in its reasonable discretion, the licensee's use of the\nMarks tarnishes, blurs or dilutes the quality associated with the Marks or the\nassociated goodwill and such problem is not cured within 10 days of notice of\nbreach; alternatively, instead of terminating the license in total, the owner\nmay specify that certain licensee uses may not contain the Marks.  Title to and\nownership of the owner's Marks shall remain with the owner.  The licensee shall\nuse the Marks exactly in the form provided and in conformance with any trademark\nusage policies.  The licensee shall not take any action inconsistent with the\nowner's ownership of the Marks, and any benefits accruing from use of such Marks\nshall automatically vest in the owner.  The licensee shall not form any\ncombination marks with the other party's Marks other than the Domain Name (if\napplicable).  If the Domain Name is deemed a combination mark, neither party\nshall use the Domain Name for any purpose except as expressly provided herein or\nattempt to register the Domain Name, and the parties will jointly cooperate on\nany enforcement action of infringement of the Domain Name.\n\n     4.4  Ownership.  As between theglobe and Boxlot: (a) theglobe and its\nsuppliers retain all rights, title and interest in and to all intellectual\nproperty rights embodied in or associated with the Page Templates, and (b)\nBoxlot and its suppliers retain all rights, title and interest in and to all\nintellectual property rights embodied in or associated with the Boxlot Content,\nBoxlot Banners and Boxlot Marks.  There are no implied licenses under this\nAgreement, and any rights not expressly granted to a licensee hereunder are\nreserved by the licensor or its suppliers.  Neither party shall exceed the scope\nof the licenses granted hereunder.\n\n     4.5  Standards.  Boxlot shall not provide Boxlot Banners or Boxlot Content,\nand theglobe shall not provide to Boxlot any Page Templates, that: (a) infringe\nany third party's intellectual property right or right of publicity or privacy;\n(b) violate any law or regulation; (c) are defamatory, obscene, harmful to\nminors or child pornographic; (d) contain any viruses, trojan horses, worms,\ntime bombs, cancelbots or other computer programming routines that are intended\nto damage, detrimentally interfere with, surreptitiously intercept or\nexpropriate any system, data or personal information; or (e) are materially\nfalse, inaccurate or misleading.\n\n5.  USER DATA.\n\n     5.1  Rights\/Restrictions.  Except as specified in this section, each party\nmay freely use and disclose any information (both individual and aggregated)\nabout Users (\"User Data\").  Neither party shall disclose any User Data in any\nmanner that permits the User Data to be associated with the other party or\npermits the targeting of Users on the basis of their status as Users (in\ntheglobe's case) or theglobe users (in Boxlot's case), nor shall a party use the\nUser Data to target Users on the basis of their status as Users (in theglobe's\ncase) or theglobe users (in Boxlot's case).  However, either party may disclose\nUser Data if it is aggregated (in a non-associatable way) with data from\nmultiple online properties.  Each party shall use and disclose User Data only in\naccordance with the privacy policy under which it was collected.\n\n                                       5\n\n \n     5.2  Delivery to theglobe.  Boxlot shall deliver to theglobe all\ninformation about Users who register with Boxlot on the Co-Branded Pages that\nBoxlot collects from its registration process.  Such information shall be\ndelivered weekly in an electronic format specified by theglobe using a process\nreasonably specified by theglobe.\n\n6.   PAYMENT TERMS.\n\n     6.1  Payments.  The parties shall make the payments described in Exhibit A.\nOverdue payments shall accrue interest, at the lesser of 1 1\/2% per month or the\nmaximum allowable interest under applicable law, from due date until paid, and\nthe owing party shall pay the owed party's costs of collection (including\nreasonable attorneys' fees).\n\n     6.2  Taxes.  All fees and payments stated herein exclude, and the party\nmaking payment shall pay, any sales, use or other tax related to the parties'\nperformance of their obligations or exercise of their rights under this\nAgreement, exclusive of taxes based on the receiving party's net income.\n\n     6.3  Audit Rights.  A party obligated to make payments hereunder shall keep\nfor 3 years proper records and books of account relating to the computation of\nsuch payments.  Once every 12 months, the party receiving payment or its\ndesignee may inspect such records to verify reports.  Any such inspection will\nbe conducted in a manner that does not unreasonably interfere with the inspected\nparty's business activities.  The inspected party shall immediately make any\noverdue payments disclosed by the audit plus applicable interest.  Such\ninspection shall be at the inspecting party's expense; however, if the audit\nreveals overdue payments in excess of 5% of the payments owed to date, the\ninspected party shall immediately pay the cost of such audit, and the inspecting\nparty may conduct another audit during the same 12 month period.\n\n7.  REPORTS.\n\n     7.1  By theglobe.  Within 30 days following the end of each month, theglobe\nshall provide Boxlot with its standard reports regarding theglobe's promotions\nhereunder and reports on the computation of Net Revenues.\n\n     7.2  By Boxlot.  In addition to any other reports specified herein, Boxlot\nshall provide to theglobe the following reports: (a) daily usage reports\nregarding the Co-Branded Pages describing the number of page impressions, number\nof Users and such other information as Boxlot generally provides to its other\nsimilar partners, (b) weekly demographic reports regarding the Service\ncontaining summary information regarding user demographic profiles, and (c) if\napplicable, within 30 days following the end of each month, reports regarding\nthe computation of the fees it owes under Section 6.\n\n     In addition to the foregoing, as soon as commercially reasonable (but in no\nevent later than 6 months following the Launch Date), Boxlot (with assistance as\nnecessary from theglobe) shall deliver reports to theglobe about individual\nregistered Users on the Co-Branded Pages when the User bids on an item,\npurchases an item, lists an item for sale and successfully sells an item.  The\nreport shall be broken down into at least the following categories: the User's\nunique UserID \n\n                                       6\n\n \nnumber assigned by theglobe, the action being logged (bid, purchase, list,\nsale), the date and time of the event, and the topic\/category in which the event\noccurred. Such reports shall be provided to theglobe on at least a monthly basis\nin an electronic format that is easily decoded in an automated manner for import\ninto theglobe's statistics database, and the file shall be a  TAB:   delimited\ntext file with each line corresponding to an event and including the information\noutlined above.\n\n8.   TERM AND TERMINATION.\n\n     8.1  Term.  This Agreement will become effective on the Effective Date and\nwill continue in effect for 2 years following the Launch Date.\n\n     8.2  Termination for Failure to Perform.  By providing written notice, a\nparty may immediately terminate this Agreement: (a) if the other party\nmaterially breaches this Agreement and fails to cure that breach within 15 days\nafter receiving written notice of the breach, or (b) as provided in Sections 2.6\nor 12.7 or Exhibit B.  In addition, by providing written notice, theglobe may\nimmediately terminate this Agreement, or at its option immediately suspend its\npromotion and other efforts hereunder, in the case of Boxlot's breach of Section\n12.1.\n\n     8.3  Termination for Change of Control.  By providing written notice,\ntheglobe may terminate this Agreement in its sole discretion if one of the\nfollowing companies (or their subsidiaries) does an \"Ownership Change Event\":\nLycos, Yahoo (including GeoCities, which shall be included even if their\nproposed merger does not occur), Xoom, Fortune City, Excite, Go Network\n(including Disney and Infoseek), Snap! (including NBC) and AOL.  An \"Ownership\nChange Event\" means: (x) the acquisition of 50% or more of Boxlot's equity or\nvoting interests; (y) a merger or consolidation of Boxlot; or (z) the sale,\nexchange or transfer of all or substantially all of Boxlot's assets related to\nthe Service.\n\n     8.4  Termination for Changes.  By providing written notice, theglobe may\nterminate this Agreement in its sole discretion if: (a) Boxlot's business model\nchanges such that the Service is no longer Boxlot's primary line of business, or\n(b) at the one year anniversary of the Launch Date, the Service is significantly\ninferior to the comparable services being offered by the market leaders in the\nperson to person auction space.\n\n     8.5  Termination for Failure to Grow.  By providing written notice, Boxlot\nmay immediately terminate this Agreement if theglobe's registered user base has\nnot increased by *** users by the 1 year anniversary of the Effective Date.\n\n     8.6  Effects of Termination.  Upon expiration or termination, all licenses\ngranted hereunder shall terminate unless such licenses are expressly stated as\nsurviving.  Boxlot shall promptly remove all theglobe Marks and Page Templates\nfrom its servers, and theglobe shall promptly remove all Boxlot Marks, Boxlot\nBanners and Boxlot Content from its servers. Sections 1, 4.4, 5.1, 6.2, 6.3,\n8.6, 9, 10, 11 and 12.2 to 12.9, and any obligation to pay any owed but unpaid\namounts, shall survive any expiration or termination.\n\n                                       7\n\n \n     In addition, Boxlot acknowledges that the placement fees set forth in\nExhibit A were intended to be *** in year 1 and *** in year 2, even though\ntheglobe has agreed to extend credit terms to Boxlot by allowing Boxlot to pay\nover time.  Thus, in the event that this Agreement terminates under Section 8.2\ndue to Boxlot's failure to perform (excluding the cross-reference to Section\n12.7) prior to the end of the applicable year, Boxlot shall immediately pay to\ntheglobe the amount necessary to pay the total year's placement fee for that\nyear.  Boxlot waives any right to assert that the foregoing fee is a liquidated\ndamage or a penalty.\n\n9.  NO WARRANTIES.  EACH PARTY PROVIDES ALL MATERIALS AND SERVICES TO THE OTHER\nPARTY \"AS IS.\"  EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS,\nIMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF\nTITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.\nEach party acknowledges that it has not entered into this Agreement in reliance\nupon any warranty or representation except those specifically set forth herein.\nUnless an approval process is specified herein, all deliverables provided by one\nparty to the other shall be deemed accepted (for purposes of the UCC) when\ndelivered.\n\n10.  INDEMNITY.  Each party (the \"Indemnifying Party\") shall indemnify the other\nparty (the \"Indemnified Party\") against any and all claims, losses, costs and\nexpenses, including reasonable attorneys' fees, which the Indemnified Party may\nincur as a result of claims in any form by third parties arising from: (x) the\nIndemnifying Party's acts, omissions or misrepresentations to the extent that\nthe Indemnifying Party is deemed an agent of the Indemnified Party, or (y) the\nIndemnifying Party's breach of its privacy policy.  In addition, theglobe shall\nindemnify Boxlot against any and all claims, losses, costs and expenses,\nincluding reasonable attorneys' fees, which Boxlot may incur as a result of\nclaims in any form by third parties arising from the Page Templates or theglobe\nMarks.  In addition, Boxlot shall indemnify theglobe against any and all claims,\nlosses, costs and expenses, including reasonable attorneys' fees, which theglobe\nmay incur as a result of claims in any form by third parties arising from Boxlot\nBanners, Boxlot Content, Boxlot Marks, the Service (excluding the Page Templates\nor theglobe Marks) or Boxlot's breach of Section 12.1.  The foregoing\nobligations are conditioned on the Indemnified Party: (i) giving the\nIndemnifying Party notice of the relevant claim, (ii) cooperating with the\nIndemnifying Party, at the Indemnifying Party's expense, in the defense of such\nclaim, and (iii) giving the Indemnifying Party the right to control the defense\nand settlement of any such claim, except that the Indemnifying Party shall not\nenter into any settlement that affects the Indemnified Party's rights or\ninterest without the Indemnified Party's prior written approval.  The\nIndemnified Party shall have the right to participate in the defense at its\nexpense.\n\n11.  LIABILITY LIMITS.  NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS OR\nSPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING\nNEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE\nPARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.\n\nEXCEPT IN THE EVENT OF A CLAIM UNDER SECTION 10 OR FAILURE TO PAY UNDER SECTION\n6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE \n\n                                       8\n\n \nOTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNT BOXLOT ACTUALLY PAYS TO\nTHEGLOBE HEREUNDER.\n\n12.  GENERAL.\n\n     12.1  Compliance with Laws. At its own expense, Boxlot shall comply with\nall applicable laws and regulations regarding providing and operating the\nService. Without limiting the foregoing, Boxlot shall (a) obtain all\ngovernmental approval, permits and licenses, and make all governmental filings\nand registrations, necessary for the marketing and performance of the Service in\nevery United States jurisdiction, (b) ensure that theglobe is not required to\nobtain any governmental approval, permits or licenses as a result of this\nAgreement, theglobe's performance hereunder or any payments made to theglobe\nhereunder, and (c) promptly resolve any assertions that the Service is illegal\nor violating a protected third party interest.\n\n     12.2  Governing Law. This Agreement will be governed and construed in\naccordance with the laws of the State of New York without giving effect to\nconflict of laws principles. Both parties submit to personal jurisdiction in New\nYork and further agree that any cause of action arising under this Agreement\nshall be brought in a court in New York City, NY.\n\n     12.3  Publicity. Prior to the release of any press releases or other\nsimilar promotional materials related to this Agreement, the releasing party\nshall submit a written request for approval to the other party with a copy of\nthe materials to be released, which request shall be made no less than 3\nbusiness days prior to the requested release date. A party shall not\nunreasonably withhold or delay the granting of its approval of such materials.\nThe parties shall issue the first press release jointly.\n\n     12.4  Independent Contractors. The parties are independent contractors, and\nno agency, partnership, franchise, joint venture or employment relationship is\nintended or created by this Agreement. Neither party shall make any warranties\nor representations on behalf of the other party.\n\n     12.5  Assignment.  Neither party may assign its rights or delegate its\nduties hereunder (except to an affiliated company, or to a successor in interest\nin the event of a merger, sale of assets of the business to which this Agreement\nis related, or consolidation) without the other party's prior written consent,\nand any purported attempt to do so is null and void.\n\n     12.6  Severability; Headings.  If any provision herein is held to be\ninvalid or unenforceable for any reason, the remaining provisions will continue\nin full force without being impaired or invalidated in any way.  The parties\nagree to replace any invalid provision with a valid provision that most closely\napproximates the intent and economic effect of the invalid provision.  Headings\nare for reference purposes only and in no way define, limit, construe or\ndescribe the scope or extent of such section.\n\n     12.7  Force Majeure.  Except as otherwise provided, if performance\nhereunder (other than payment) is interfered with by any condition beyond a\nparty's reasonable control, the affected party, upon giving prompt notice to the\nother party, shall be excused from such performance to \n\n                                       9\n\n \nthe extent of such condition. However, if a force majeure detrimentally affects\na party's performance of a material covenant hereunder for 14 days or more, the\nother party can terminate this Agreement. Each party acknowledges that website\noperations may be affected by numerous factors outside of a party's control. In\nthe case of Boxlot's performance, a Boxlot force majeure includes theglobe's\nfailure to perform its obligations described in this Agreement or an outage that\naffects the entire Internet in the United States; however, in no event shall a\nfailure of any Boxlot supplier or vendor be deemed a Boxlot force majeure.\n\n     12.8  Notice.  Any notice under this Agreement will be in writing and\ndelivered by personal delivery, overnight courier, confirmed facsimile,\nconfirmed email, or certified or registered mail, return receipt requested, and\nwill be deemed given upon personal delivery, 1 day after deposit with an\novernight courier, 5 days after deposit in the mail, or upon confirmation of\nreceipt of facsimile or email.  Notices will be sent to a party at its address\nset forth above or such other address as that party may specify in writing\npursuant to this Section.\n\n     12.9  Entire Agreement; Waiver.  This Agreement sets forth the entire\nunderstanding and agreement of the parties, and supersedes any and all oral or\nwritten agreements or understandings between the parties, as to the subject\nmatter of the Agreement.  This Agreement may be changed only by a writing signed\nby both parties.  The waiver of a breach of any provision of this Agreement will\nnot operate or be interpreted as a waiver of any other or subsequent breach.\n\n     12.10  Equity Stake.  Boxlot shall grant to theglobe, pursuant to industry-\nstandard terms negotiated between the parties in good faith, immediately vested\noptions to purchase shares of common stock equal to up to 4% of Boxlot's fully\ndiluted capital stock (in accordance with the chart below).  Theglobe shall be\nrestricted from exercising such options until the first anniversary of the\nEffective Date, and such options shall have a five-year term.  Each such option\nshall have an exercise price equal to the lesser of (1) the price at which\nBoxlot's common stock is sold to the public in an initial public offering or (2)\n$6 per share; each of the foregoing as may be adjusted for any stock splits,\ncombinations or re-organizations affecting Boxlot's capital stock.  Boxlot shall\ngrant to theglobe registration rights for such options and any shares of common\nstock issued or issuable upon the exercise of such options (including without\nlimitation, two demand registration rights and unlimited piggyback registration\nrights) on Form S-1, Form S-3 or such other form as may be applicable pursuant\nto the Securities Act of 1933 as amended.\n\n\n\n------------------------------------------------------------------------------------------------------------------\n   Number of aggregate unique users, as measured by         Aggregate percent of Boxlot's equity subject to the\n   unique IP addresses, in a month who visit a page               options upon achieving such level once\n              under the Domain Name\n------------------------------------------------------------------------------------------------------------------\n                                                      \n500,000                                                     1%\n------------------------------------------------------------------------------------------------------------------\n1,000,000                                                   2%\n------------------------------------------------------------------------------------------------------------------\n1,500,000                                                   3%\n------------------------------------------------------------------------------------------------------------------\n1,750,000                                                   3.5%\n------------------------------------------------------------------------------------------------------------------\n2,000,000                                                   4%\n------------------------------------------------------------------------------------------------------------------\n\n\n                                       10\n\n \nTHEGLOBE.COM, INC.:                 THE BOXLOT COMPANY:\n\n\nBy: \/s\/ Dean Daniels                By:  \/s\/ Frederick Cary\n\nName: Dean Daniels                  Name:  Frederick Cary\n\nTitle: COO                          Title:  CEO\n\n                                       11\n\n \n                                   EXHIBIT A\n                                 BUSINESS TERMS\n                                        \n\nDescription of the Service: person-to-person auctions\n\nDescription of Boxlot Content:\n\n***\n\nDomain Name for the Co-Branded Pages: auctions.theglobe.com\n\ntheglobe's Promotions.  In positions determined by theglobe in its sole\ndiscretion, theglobe shall:\n\n.   list \"Classifieds\/Auctions\" in the tools category of the left hand nav bar\n.   list auctions in relevant theme areas\n.   list auctions in myglobe [Note: this will be done when commercially\n    reasonable to do so some time after the Launch Date]\n.   list auctions in shop.theglobe.com\n\ntheglobe may provide substitute placement if theglobe changes or reorganizes its\nsite or navigation\/directory structure.  theglobe shall provide a minimum of ***\nimpressions per month of promotion for auctions on the Co-Branded Pages\n(including without limitation any of the foregoing).  theglobe's sole and\nexclusive obligation for failing to deliver the minimum number of impressions\nshall be to continue performing the promotion until it delivers the total number\nof required impressions.\n\nBoxlot's Promotions.  theglobe may place up to 100 listings a month on the\nBoxlot Site (and all co-branded versions thereof) promoting products being sold\nby theglobe or its affiliates without having to pay any listing fee, closing\nvalue fee, transaction fee or other fee.\n\ntheglobe Pre-Launch Deliverables: In addition to developing the Page Templates,\ntheglobe shall provide to Boxlot a media and promotional plan and a plan for\ndoing the production\/design services related to the Service's integration into\ntheglobe Site.\n\nPAYMENTS\n\n.     ***\n\n.     Placement Fee.  The following schedule of payments apply:\n\n \n \n------------------------------------------------------------------------------------------------------------------\n                    Time of Payment                                          Amount of Payment\n------------------------------------------------------------------------------------------------------------------\n                                                      \nExecution                                                    ***\n------------------------------------------------------------------------------------------------------------------\nLaunch Date                                                  ***\n------------------------------------------------------------------------------------------------------------------\n1st monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n2nd monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n \n\n                                       12\n\n \n \n                                                      \n3rd monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n4th monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n5th monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n6th monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n7th monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n8th monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n9th monthly anniversary of Launch Date                       ***\n------------------------------------------------------------------------------------------------------------------\n10th monthly anniversary of Launch Date                      ***\n------------------------------------------------------------------------------------------------------------------\n11th monthly anniversary of Launch Date                      ***\n------------------------------------------------------------------------------------------------------------------\nEach monthly anniversary thereafter (excluding the           ***\nfinal monthly anniversary (e.g., the last day of the\ncontract))\n------------------------------------------------------------------------------------------------------------------\n\n\n.    Ad Split.  theglobe shall pay Boxlot *** of Net Revenues.\n\n.    Transactional Revenue. Boxlot shall retain *** of the transaction revenues\n     it generates from operation of the Service.\n     \n\n                                       13\n\n \n                                   EXHIBIT B\n                             PERFORMANCE STANDARDS\n\nA.   Service Availability.  The Service generally shall be publicly available to\nUsers a minimum of 95% of the time during any 7 day period and 98% of the time\nduring any 30 day period, excluding \"Maintenance.\"  Maintenance is defined as\nscheduled Service outages for Service maintenance or upgrades of which theglobe\nis notified at least 48 hours in advance, so long as such outages are scheduled\nfor low-usage time periods and do not exceed a total of 20 hours in any 30 day\nperiod.\n\nB.   Response Time.  The mean response time for server response to access the\nService shall not exceed more than 6 seconds during any 1 hour period.\n\nC.   Bandwidth.  Throughout the term, Boxlot shall have an agreement in place\nwith its Internet connectivity provider which requires such provider to\nautomatically increase bandwidth capacity if such capacity exceeds 25%\nutilization.\n\nD.   Security.  Boxlot shall prevent unauthorized access to restricted areas of\nits servers and any databases or other sensitive material generated from or used\nin conjunction with the Service.  In addition, Boxlot shall immediately notify\ntheglobe of any known security breaches or holes in the Service or Co-Branded\nPages.\n\nE.   Error Correction.  Boxlot shall resolve any errors with the Service\n(including without limitation any Javascripts or ActiveX controls used in\nconnection with such pages) that cause such services not to be able to perform\none or more major functions within 24 hours of the earlier of its discovery of\nthe error or theglobe's notice of the error.  Boxlot shall resolve all other\nerrors with such services within 7 days of the earlier of its discovery of the\nerror or theglobe's notice of the error.\n\nF.   Browser Compatibility.  The Service shall initially be compatible with\nNetscape Navigator 3.X and 4.X and Microsoft Internet Explorer 3.X and 4.X.\ntheglobe may unilaterally add additional browsers or versions that the Service\nmust be compatible with, effective after 30 days advance written notice, if\ntheglobe certifies that such additional browsers or versions are used by more\nthan 5% of its Users.  Users shall not require any plug-ins in order to access\nany Service functionality.\n\nG.   Data Authentication.  Boxlot shall use commercially reasonable efforts, no\nless than industry-standard, to authenticate the origin of all information\nprovided by theglobe as having come from theglobe.\n\nH.   Customer Support.  Boxlot shall auto-respond to all customer and technical\nsupport inquiries within 10 minutes of the receipt of inquiry.  Boxlot shall\nmanually respond to all such inquiries within 24 hours.  Boxlot shall resolve\nall such inquiries within 72 hours or shall notify theglobe that it cannot do\nso, in which case theglobe at its sole discretion may intervene to assist in\nresolving the inquiry.\n\nI.   Remedies.  In addition to other applicable remedies, theglobe may\nimmediately terminate this Agreement without a further cure period if: (a) any\nbreach of this Exhibit lasts 2 consecutive specified time periods, or if no time\nperiod for measurement is specified, 10 days, or (b) the same provision is\nbreached on two separate occasions (even if the first was cured).\n\n                                       14\n\n \n                                   EXHIBIT C\n                             BOXLOT COMPETITIVE SET\n\n\naciauction\nAuction 123\nAuction Net Online\nAuction Network\nAuction Online\nAuction Sales Online\nAuction Universe\nAuction USA\nAuction Warehouse\nAuction World\nAuctionAddict\nAuctionFloor\nAuctionGate\nAuctionInc.\nAuctionLine\nAuctionPC\nAuctionPort-Interactive Online Auctions\nAuctionsamerica\nAuctionware Technologies\nAuctionWorks\nAuctionX\nAutographs...and more!\nB2BAuction\nBargainsUSA\nBid on Collectibles\nBid Online\nBid4it\nBidAway Web Auctions\nBiddernet\nBidders Paradise\nBidderSuite\nbidnask.com\nBidnow\nBoekhout's Collectibles Mall\nBuck Auction\nButterfield &amp; Butterfield\nCentral Missouri Internet Auction\nChristie's\nCityAuction\nClassifieds Live\nCoinTrade Online\nCommPublic Online\nConsultants Research Institute\nCSL Associates Online Auction for Pearls\nDan's Online Auction\nDealDeal\nDeep Discount Network\nDigitalauction\neBay\n\n                                       15\n\n \nElectronic Auction\nEncore E-Z Auction\nFairAuction\nFinalBid Internet Auction Service\nFirst Auction\nFocalPoint Online Photo Auction\nForyourneeds\nFun Time Auction\nG.B. Tate &amp; Sons Online Auction\nGEMS AUCTION\nGifts and More Online Auction\nGlenn Johnson Coins\nGoing Going Sold\nGoing Once\nGoing, Going...Sold!\nGolden Age Antiques and Collectibles\nGolf Auction\nGolfClubExchange\nGolfWeb GolfAuction\nHaggle Online\nHobby Markets Online\nHuman Digital Auction\nInfinite Auction\nInsight Corp Auction\nInteractive Auction Online\ninterAUCTION Services\nIntermodal Equipment Exchange\nInternational Electronic Auction\nInternet Auction House\nInternet Liquidators Int\nIWA Auction House\nJohn Morelli Auctioneers\nKeybuy Auction House\nKlik-Klok Dutch Auction\nLabx\nLightningauctions\nMagnolia Auction\nMetric Equipment Sales\nML Coins\nMotherlode Gold Auction\nNab-it\nNational Auction Properties, Inc.\nNationwide Dealer Exchange\nNetauction\nNetauctions\nNetMarket\nNettworth\nNonProfitAuction\nNortherbys Online Auctions\nNumisma Online Coin Auctions\nNumismatists Online Coin Auctions\nOld Auction Barn\nOneWebPlace\nOnline Auction Services\n\n                                       16\n\n \nOnLine Exchange\nONSALE Interactive Marketplace\nPaulus Swaen Internet Auction\nPC Buyer\nPhilatelists Online\nPrizefight\nProAuctions\nRacerX\nRemington York Online Auction\nRotman Collectibles\nSandafayre\nSandy's Super Auction\nSave the Earth Foundation ArtRock Auction\nScala-Mathis Auctions, Inc.\nSCC Exchange\nSoutheast Auction Company\nSotheby's\nSportsauctionsusa\nSteal-a-Record Auction\nSuper Auction\nSuperior Coin &amp; Stamp Auction Galleries\nSurplusAuction\nTeletrade\nThe Auction Block\nThe Auction Store\nThe Sell And Trade Internet Marketplace\nTIME MACHINE....Silent Watch Auction\nu-Auction-it\nuBid\nUniverse Auctions\nUniversity of Michigan AuctionBot\nUp4Sale\nUSAuctions\nUSCents\nVintageUSA Direct Auction\nWebAuction\nWild Auction\nWorld Wide Auctions\nYahoo Auction\nZAuction\n1st Sporting Equipment Auction\n3WAuction\n\n                                       17\n\n \n                                   EXHIBIT D\n                         AUTOMATIC PARTNER REGISTRATION\n                                        \n                                        \nTo maintain a consistent user experience, any theglobe member should not need to\nseparately log in to the Service or the Co-Branded Pages.  The only login or\nregistration that should be required to access the Service or the Co-Branded\nPages is theglobe Site's login or registration.  Because Boxlot hosts the\nService and the Co-Branded Pages, theglobe will pass to Boxlot information about\neach User accessing the Service or the Co-Branded Pages as described below:\n\n.    Accounts will be created for each User via a one-time \"welcome\" page\n     (hosted by theglobe) when the User tries to access the portion of the\n     Service requiring such registration for the first time.\n\n.    The \"welcome\" page will include registration fields for any information\n     about the User needed to use the Service but not currently in theglobe's\n     database.\n\n.    The \"welcome\" page will include a \"Privacy Policy\" informing the User that\n     their data is being passed to a third party (Boxlot) in order to use the\n     Services.\n\n.    Any additional required User information is collected and entered into\n     theglobe's database. Then, the required User information is sent to Boxlot\n     all at once to create the new account. theglobe will include the User's\n     \"username\" and \"UserID#\" in the data passed to Boxlot.\n\nAdditional notes on account creation:\n\n.    The User will only see the \"Welcome\" page until they consent to the privacy\n     policy and enter any required information. This page will not appear after\n     the User completes the initial account creation process.\n\n.    Account information stored on Boxlot's servers in connection to the Service\n     will need to be kept in parity with theglobe. To do so, the parties shall\n     work together to implement a mechanism for updating information on Boxlot's\n     servers when User information changes on theglobe Site.\n\n.    The technology used to pass the data to Boxlot for account creation and\n     ongoing account updates will be determined jointly by Boxlot and theglobe.\n\n.    The UserID# theglobe passes to Boxlot during account creation will be\n     stored by Boxlot in association with each User. This UserID# is necessary\n     to link individual user reporting and individual account updates between\n     Boxlot and theglobe on an ongoing basis.\n\n                                       18\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9046],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42138","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-theglobecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42138","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=42138"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42138"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42138"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42138"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}