{"id":42362,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/interactive-marketing-agreement-america-online-inc-and-etoys.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"interactive-marketing-agreement-america-online-inc-and-etoys","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/interactive-marketing-agreement-america-online-inc-and-etoys.html","title":{"rendered":"Interactive Marketing Agreement &#8211; America Online Inc. and eToys Inc."},"content":{"rendered":"<pre>\n                       INTERACTIVE MARKETING AGREEMENT\n\n     This Interactive Marketing Agreement (the \"Agreement\"), dated as of \nOctober 1, 1997 (the \"Effective Date\"), is between America Online, Inc. \n(\"AOL\"), a Delaware corporation, with offices at 22000 AOL Way, Dulles, \nVirginia 20166, and eToys Inc. (\"eToys\"), a private corporation, with offices \nat 1640 5th Street, Suite 124, Santa Monica, CA 90401. AOL and eToys may be \nreferred to individually as a \"Party\" and collectively as \"Parties.\"\n\n                                 INTRODUCTION\n\n     AOL and eToys each desires to enter into an interactive marketing \nrelationship whereby AOL will promote an interactive site referred to (and \nfurther defined) herein as the Affiliated eToys Site. This relationship is \nfurther described below and is subject to the terms and conditions set forth \nin this Agreement. Defined terms used but not defined in the body of the \nAgreement will be as defined on Exhibit B attached hereto.\n\n                                      TERMS\n\n1.   PROMOTION, DISTRIBUTION AND MARKETING.\n\n     1.1. AOL PROMOTION OF AFFILIATED eTOYS SITE.\n\n          AOL will provide eToys with the promotions for the Affiliated eToys \n          Site described on Exhibit A (the \"Promotions\"). Screen shots \n          indicating the current design for the applicable screens within the \n          shopping channels on each of the AOL Service and AOL.com are \n          attached hereto. Subject to eToys's reasonable approval, AOL will \n          have the right to fulfill its promotional commitments with respect \n          to any of the foregoing by providing eToys comparable promotional \n          placements in alternative areas of the AOL Network. AOL reserves \n          the right to redesign or modify the organization, structure, \"look \n          and feel,\" navigation and other elements of the AOL services at any \n          time. In the event such modifications materially and adversely \n          affect any specific Promotion, AOL will work with eToys to provide \n          eToys, as its sole remedy, a comparable promotional placement. In \n          the event that modifications materially and adversely affect the \n          aggregate promotional value to be received hereunder by eToys \n          (including, without limitation, the promotional value of the \n          placements reflected through the attached screen shots) and AOL and \n          eToys cannot reach agreement regarding substitute promotional \n          placements reasonably satisfactory to eToys (notwithstanding both \n          Parties' good faith efforts to reach agreement for a period of \n          thirty days), then eToys will be entitled to terminate this \n          Agreement with fifteen days prior written notice to AOL. In the \n          event of such an early termination, eToys will be responsible for \n          the pro-rata portion of the payments provided for herein. This \n          pro-rata portion will represent the average of the percentages of \n          value delivered with respect to each component of Promotions \n          described on Exhibit A. For the impressions-based Promotions, the \n          percentage of value will be determined with reference to the \n          percentage of impressions which were delivered prior to the \n          effectiveness of the termination. For the other Promotions, the \n          percentage of value will be determined with reference to the \n          percentage of days of the term of the agreement which precede the \n          effectiveness of such termination.\n\n          With respect to the impressions targets specified on Exhibit A, \n          AOL will not be obligated to provide in excess of any of such \n          target amounts in any year. Any shortfall in impressions at the end \n          of a year will not be deemed a breach of the Agreement by AOL. In \n          the event there is a shortfall in impressions as of the end of \n          either year during the Initial Term (a \"Shortfall\"), AOL will \n          provide eToys with advertising placements in mutually\n\n                                        1\n\n\n\n                                                                 CONFIDENTIAL\n\n\n          agreed upon areas of the AOL Network which have a total value, \n          based on rates comparable to those set forth in Exhibit A, equal to \n          the value of the Shortfall (determined by multiplying the \n          percentage of impressions that were not delivered by the total \n          guaranteed payment provided for below) and which will be delivered \n          during the first four months following the end of the year in \n          question. [*]\n\n     1.2. CONTENT OF PROMOTIONS. The specific eToys Content (e.g., eToys's \n          logo) to be contained within the Promotions will be determined by \n          eToys, subject to AOL technical limitations and AOL's \n          then-applicable policies relating to advertising and promotions. \n          Except to the extent described herein, the specific form, \n          placement, duration and nature of the Promotions will be as \n          determined by AOL in its reasonable editorial discretion \n          (consistent with the editorial composition of the applicable \n          screens).\n\n     1.3. eTOYS PROMOTION OF AFFILIATED eTOYS SITE AND AOL. As set forth in \n          fuller detail in Exhibit C, eToys will promote the availability of \n          the Affiliated eToys Site through the AOL Network.\n\n2.   AFFILIATED eTOYS SITE.\n\n     2.1. CONTENT. eToys will make available through the Affiliated eToys \n          Site [*]. eToys will ensure that the Affiliated eToys Site does not in\n          any respect promote, advertise, market or distribute the products, \n          services or content of any Interactive Service through the linked \n          pages of the Affiliated eToys Site. The linked pages of the \n          Affiliated eToys Site will not contain advertisements, promotions, \n          links, sponsorships or other Content (i) [*] or (ii) otherwise in \n          conflict with AOL's standard advertising policies (except as \n          expressly approved by writing by AOL).\n\n     2.2. PRODUCTION WORK. eToys will be responsible for all production work \n          associated with the Affiliated eToys Site, including all related \n          costs and expenses.\n\n     2.3. TECHNOLOGY. eToys shall take reasonable steps necessary to conform \n          its promotion and sale of Products through the Affiliated eToys \n          Site to the then-existing technologies identified by AOL which are \n          optimized for the AOL Service. AOL reserves the right to review and \n          test the Affiliated eToys Site from time to time to determine whether\n          the site is compatible with AOL's then-available client and host \n          software and the AOL Network.\n\n     2.4. PRODUCT OFFERING. eToys will ensure that the Affiliated eToys Site \n          includes all of the Products and other Content (including, without \n          limitation, any features, offers, contests, functionality or \n          technology) that are then made available by or on behalf of eToys \n          through\n\n                                          2\n\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                                                                 CONFIDENTIAL\n\n          the \"General eToys Site\" (i.e., the publicly available site at \n          www.etoys.com to which an unregistered user would have access); \n          provided, however, that (a) such inclusion will not be required \n          where it is commercially or technically impractical to either Party \n          (i.e., inclusion would cause either Party to incur substantial \n          incremental costs); and (b) eToys will notify AOL of the material, \n          specific changes in scope, nature and\/or offerings required by such \n          inclusion.\n\n     2.5. PRICING AND TERMS. [*]\n\n     2.6. SPECIAL OFFERS. [*]\n\n     2.7. OPERATING STANDARDS. eToys will ensure that the Affiliated eToys \n          Site complies with the operating standards set forth in Exhibit D.\n\n     2.8. TRAFFIC FLOW. eToys will take reasonable efforts to ensure that AOL \n          traffic is either kept within the Affiliated eToys Site or \n          channeled back into the AOL Network (with the exception of \n          advertising links sold and implemented pursuant to the Agreement). \n          The Parties will work together on mutually acceptable links back to \n          the AOL Service.\n\n3.   AOL EXCLUSIVITY OBLIGATIONS. [*] Notwithstanding anything to contrary in \n     this Section 3, no provision of this Agreement will limit AOL's ability \n     (on or off the AOL Network) to undertake activities or perform duties \n     pursuant to existing arrangements with third parties.\n\n4.   PAYMENTS.\n\n     4.1. PAYMENTS. eToys will pay AOL an amount of Three Million Dollars \n          (US$3,000,000), to be paid in: [*]\n\n                                            3\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                                                                 CONFIDENTIAL\n\n          As indicated elsewhere herein, this Agreement supersedes eToys \n          prior agreements with AOL related to advertising and placement in \n          the AOL shopping channel (the \"Prior Agreements\"). In that regard, \n          (i) eToys has no further payment obligations under the Prior \n          Agreements (except to invoices which have been received by eToys as \n          of its execution of this Agreement) and (ii) any impressions \n          delivered to eToys beginning as of the Effective Date will count \n          towards the impressions commitments contained herein.\n\n     4.2. WIRED PAYMENTS; LATE PAYMENTS. All payments required under this \n          Section 4 will be paid in immediately available, non-refundable \n          funds either by way of check or as wired to AOL's account. All \n          amounts owed hereunder not paid when due and payable will bear \n          interest from the date such amounts are due and payable at the rate \n          of 10% per year.\n\n5.  TERM; RENEWAL; TERMINATION.\n\n     5.1  TERM. Unless earlier terminated as set forth herein, the initial \n          term of this Agreement will be from the Effective Date through \n          December 31, 1999 (the \"Initial Term\").\n\n     5.2. TERMINATION FOR BREACH. Except as expressly provided elsewhere in \n          this Agreement, either Party may terminate this Agreement at any \n          time in the event of a material breach of the Agreement by the \n          other Party which remains uncured after thirty (30) days written \n          notice thereof to the other Party (or such shorter period as may be \n          specified elsewhere in this Agreement). Notwithstanding the \n          foregoing, in the event of a material breach of a provision that \n          expressly requires action to be completed within an express period \n          shorter than 30 days, either Party may terminate this Agreement if \n          the breach remains uncured after written notice thereof to the \n          other Party.\n\n     5.3  TERMINATION FOR BANKRUPTCY\/INSOLVENCY. Either Party may terminate \n          this Agreement immediately following written notice to the other \n          Party if the other Party (i) ceases to do business in the normal \n          course, (ii) becomes or is declared insolvent or bankrupt, (iii) is \n          the subject of any proceeding related to its liquidation or \n          insolvency (whether voluntary or involuntary) which is not \n          dismissed within ninety (90) calendar days or (iv) makes an \n          assignment for the benefit of creditors.\n\n6.   STANDARD TERMS. The Standard Online Commerce Terms &amp; Conditions set forth \n     on Exhibit E attached hereto and Standard Legal Terms &amp; Conditions set \n     forth on Exhibit F attached hereto are each hereby made a part of this \n     Agreement.\n\nIN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the \nEffective Date.\n\nAMERICA ONLINE, INC.                   ETOYS INC.\n\nBy: \/s\/ David M. [ILLEGIBLE]          By: \/s\/ Toby Lenk\n   ------------------------------         -------------------------------\n\nPrint Name: David M. [ILLEGIBLE]      Print Name:  \/s\/ Toby Lenk\n           ----------------------                  ----------------------\n\nTitle:  Sr. V.P.                     Title:  CEO\n      ---------------------------            ----------------------------\n\n                                       4\n\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                                                               CONFIDENTIAL\n\n                                  EXHIBIT A\n\n                         PLACEMENT\/PROMOTION PLAN\n\nAOL SERVICE SHOPPING CHANNEL [*]\n\n\nAOL.COM SHOPPING CHANNEL [*]\n\nADDITIONAL ADVERTISING [*]\n\nShould eToys wish to increase or decrease its impression levels within any of \nthe impressions-based, additional advertising categories described above (the \n\"Impressions-based Ads\"), AOL will work in good faith with eToys to \naccommodate any such requests, subject to availability and provided that \neToys will continue to be required to pay AOL the full amounts specified \nunder this Agreement and eToys will not, \n\n                                       5\n\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                                                               CONFIDENTIAL\n\nthrough any adjustment, be entitled to value in excess of that allocable to \nthe Impressions-based Ads (taking into account the relative values of the \nimpressions involved in any such adjustments).\n\nIn delivering the impressions called for under the Impressions-based Ads, AOL \nwill use all commercially reasonable efforts to deliver [*] of the annual \nimpressions for the following categories during the fourth calendar quarter: \n[*]; provided that, in the event AOL believes that it will \nnot be able to deliver the requisite impressions in any specific category, \neToys will cooperate in good faith with AOL to designate comparable, \nsubstitute inventory for delivery of such impressions during such period. The \nParties will use commercially reasonable efforts to spread the remaining \nimpressions on a relatively even basis during the remaining three quarters of \neach year (or on such other basis as the Parties may reasonably agree); \nprovided that, in the event that the impressions are not spread on that basis \ndue to eToys role in the process, then AOL shall not be responsible for any \npenalties or timing restrictions with respect to shortfalls of impressions \nwhich may otherwise be called for hereunder.\n\n* For purposes of these promotions, the first year shall be deemed to end \nDecember 31, 1998\n\n                                       6\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                                                                    CONFIDENTIAL\n                                       \n                                   EXHIBIT B\n\n                                  DEFINITIONS\n\n\nThe following definitions will apply to this Agreement:\n\nADDITIONAL eTOYS CHANNEL. Any third-party distribution channel (e.g., an \nInteractive Service) through which the Affiliated eToys Site is made \navailable.\n\nAFFILIATED eTOYS SITE. The specific area to be promoted and distributed by \nAOL hereunder in which eToys can market and complete transactions regarding \nits Products.\n\nAOL.COM. AOL's primary Internet-based Interactive Site marketed under the \n\"AOL.COM\" brand, specifically excluding (a) the AOL Service, (b) any \ninternational versions of AOL.com, (c) \"Driveway,\" \"AOL Instant Messenger\" \nor any similar product or service offered by or through such site or any \nother AOL Interactive Site, (d) \"Digital Cities,\" \"WorldPlay,\" \"Entertainment \nAsylum,\" the \"Hub,\" or any similar \"sub-service\" offered by or through such \nsite or any other AOL Interactive Site and (e) any programming or content area \noffered by or through such site or any other AOL Interactive Site which is \nprovided and operationally controlled by a third-party content provider and \nnot by AOL (or any successor to or substitute for any of the foregoing \nproperties in clauses (a) through (e)).\n\nAOL LOOK AND FEEL. The elements of graphics, design, organization, \npresentation, layout, user interface, navigation and stylistic convention \n(including the digital implementations thereof) which are generally \nassociated with Interactive Sites within the AOL Service or AOL.com.\n\nAOL MEMBER. Any authorized user of the AOL Network, including any \nsub-accounts using the AOL Network under an authorized master account.\n\nAOL NETWORK. (i) The AOL Service and (ii) any other product or service owned, \noperated, distributed or authorized to be distributed by or through AOL or \nits Affiliates worldwide through which such party elects to offer the \nLicensed Content.\n\nAOL SERVICE. The U.S. version of the America Online-Registered TradeMark- \nbrand service, specifically excluding (a) AOL.com or any other AOL \nInteractive Site, (b) the international versions of the AOL Service (e.g., \nAOL Japan), (c) \"Driveway,\" \"NetFind,\" AOL Instant Messenger\" or any similar \nproduct or service offered by or through the U.S. version of the America \nOnline-Registered TradeMark- brand service, (d) \"Digital Cities,\" \n\"WorldPlay,\" \"Entertainment Asylum,\" the \"Hub,\" or any similar \"sub-service\" \noffered by or through the U.S. version of the America Online-Regestered \nTrademark- brand service and (e) any programming or content area offered by \nor through the U.S. version of the America Online-Registered TradeMark- brand \nservice which is provided and operationally controlled by a third-party \ncontent provider and not by AOL (or any successor to or substitute for any of \nthe foregoing properties in clauses (a) through (e)).\n\nCONFIDENTIAL INFORMATION. Any information relating to or disclosed in the \ncourse of the Agreement, which is or should be reasonably understood to be \nconfidential or proprietary to the disclosing Party, including, but not \nlimited to, the material terms of this Agreement, information about AOL \nMembers and eToys customers, technical processes and formulas, source codes, \nproduct designs, sales, cost and other unpublished financial information, \nproduct and business plans, projections, and marketing data. \"Confidential \nInformation\" will not include information (a) already lawfully known to or \nindependently developed by the receiving Party, (b) disclosed in published \nmaterials, (c) generally known to the public, or (d) lawfully obtained from \nany third party.\n\n                                       7\n\n\n                                                                    CONFIDENTIAL\n\nCONTENT. Information, materials, features, Products, advertisements, \npromotions, links, pointers and software, including any modifications, \nupgrades, updates, enhancements and related documentation.\n\neTOYS COMPETITORS. [*]\n\nIMPRESSION. Any access by a user to the file representing the page containing \nthe applicable Promotion.\n\nINTERACTIVE SERVICE. Any entity that offers online or Internet connectivity \n(or any successor form of connectivity), aggregates and\/or distributes a \nbroad selection of third-party interactive Content, or provides interactive \nnavigational services (including, without limitation, any online service \nproviders, Internet service providers, @Home or other broadband providers, \nsearch or directory providers, \"push\" product providers such as the Pointcast \nNetwork or providers of interactive environments such as Microsoft's \"Active \nDesktop\").\n\nINTERACTIVE SITE. Any interactive site or area (other than the Affiliated \neToys Site) which is managed. maintained or owned by eToys or its agents, \nincluding, by way of example and without limitation, (i) an eToys site on the \nWorld Wide Web portion of the internet or (ii) a channel or area delivered \nthrough a \"push\" product such as the Pointcast Network or interactive \nenvironment such as Microsoft's proposed \"Active Desktop.\"\n\nLICENSED CONTENT.  All Content offered through the Affiliated eToys Site \npursuant to this Agreement, including any modifications, upgrades, updates, \nenhancements, and related documentation.\n\nPRODUCT.  Any product, good or service which eToys offers, sells or licenses \nto AOL Members through (i) the Affiliated eToys Site (including through any \nInteractive Site linked thereto) or (ii) an \"offline\" means (e.g., toll-free \nnumber) for receiving orders related to specific offers within the \nAffiliated eToys Site requiring purchasers to reference a specific \npromotional identifier or tracking code, including, without limitation, \nproducts sold through surcharged downloads (to the extent expressly \npermitted hereunder).\n\nTOYS.  Childrens toy products.\n\n                                       8\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n                                                                    CONFIDENTIAL\n\n                                   EXHIBIT C\n\n                             eTOYS CROSS-PROMOTION\n\nONLINE\n\nIn each eToys Interactive Site, eToys will include:\n\n-\n\n-  [*]\n\n\nOFFLINE\n\nIn eToys' television, radio and print advertisements and in any publications, \nprograms, features or other forms of media over which eToys exercises at \nleast partial editorial control, eToys will make reasonable efforts to \ninclude on a periodic basis:\n\n-  [*]\n\nSubject to the requirements of Section 1 of Exhibit F, eToys will be entitled \n   to issue a press release regarding this Agreement.\n\n\n---------------------------\n[*]\n\n                                       9\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                                                                 CONFIDENTIAL\n\n                                EXHIBIT D\n\n                           OPERATING STANDARDS\n\nGENERAL.  [*]\n\nHOSTING; CAPACITY.  eToys will provide all computer servers, routers, \nswitches and associated hardware in an amount reasonably necessary to meet \nanticipated traffic demands, adequate power supply (including generator \nback-up) and HVAC, adequate insurance, adequate service contracts and all \nnecessary equipment racks, floor space, network cabling, and power \ndistribution to support the Affiliated eToys Site (collectively, \"Hosting \nInfrastructure\"). In the event eToys fails to satisfy this requirement AOL \nwill have the right (in addition to any other remedies available to AOL \nhereunder) to regulate the promotions it provides to eToys hereunder to the \nextent necessary to minimize user delays until such time as eToys corrects \nits infrastructure deficiencies.\n\nSPEED; ACCESSIBILITY.  eToys will ensure that the performance and \navailability of the Affiliated eToys Site (a) is monitored on a continuous, \n24\/7 basis and (b) remains competitive in all material respects with the \nperformance and availability of other similar sites based on similar form \ntechnology. eToys will use commercially reasonable efforts to ensure that: \n(a) the functionality and features within the Affiliated eToys Site are \noptimized for the AOL client software then in use by AOL Members; and (b) the \nAffiliated eToys Site is designed and populated in a manner that minimizes \ndelays when AOL Members and AOL Users attempt to access such site.\n\nUSER INTERFACE.  eToys will maintain a graphical user interface within the \nAffiliated eToys Site that is competitive in all material respects with \ninterfaces of other similar sites based on similar form technology. AOL \nreserves the right to conduct focus group testing to assess eToys' \ncompetitiveness in this regard.\n\nMONITORING.  AOL Network Operations Center (NOC) will work with a \neToys-designated technical contact in the event of any performance \nmalfunction or other emergency related to the Affiliated eToys Site and will \neither assist or work in parallel with eToys' contact using eToys tools and \nprocedures, as applicable. The Parties will develop a process to monitor \nperformance and member behavior with respect to access, capacity, security \nand related issues both during normal operations and during special \npromotions\/events.\n\nTELECOMMUNICATIONS.  The Parties agree to explore encryption methodology to \nsecure data communications between the Parties' data centers. The network \nbetween the Parties will be configured such that no single component failure \nwill significantly impact AOL Users. The network will be sized such that no \nsingle line runs at more than 70% average utilization for a five minute peak \nin a daily period.\n\nSECURITY REVIEW.  eToys and AOL will work together to perform an initial \nsecurity review of, and to perform tests of, the eToys system, network, and \nservice security in order to evaluate the security risks and provide \nrecommendations to eToys, including periodic follow-up reviews as reasonably \nrequired by eToys or AOL.\n\nTECHNICAL PERFORMANCE.  eToys will perform the following technical \nobligations (and any reasonable updates thereto from time to time by AOL): \n\n1.   eToys will design the Affiliated eToys Site to support the Windows \nversion of the Microsoft Internet Explorer 4.0 browser, and make commercially \nreasonable effects to support all other AOL browsers listed at: \nhttp:\/\/webmaster.info.aol.com\/BrowTable.html.\n\n                                      10 \n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n\n                                                                 CONFIDENTIAL\n\n2.   eToys will configure the server from which it serves the site to \nexamine the HTTP User-Agent field in order to identify the AOL Member-Agents \nlisted at: http:\/\/webmaster.info.aol.com\/Brow2Text.html (the \"AOL \nMember-Agents\"). \n\n3.   eToys will design its site to support HTTP 1.0 or later protocol as \ndefined in RFC 1945 (available at http:\/\/ds.internic.net\/rfc\/rfc1945.text) \nand to adhere to AOL's parameters for refreshing cached information listed at \nhttp:\/\/webmaster.info.aol.com\/CacheText.html. \n\neToys will provide continuous navigational ability for AOL Users to return to \nan agreed-upon point on the AOL Network (for which AOL will supply the proper \naddress) from the Affiliated eToys Site.\n\n                                      11\n\n\n                                                                 CONFIDENTIAL\n\n                                   EXHIBIT E\n\n                  STANDARD ONLINE COMMERCE TERMS &amp; CONDITIONS\n\n1.   AOL NETWORK DISTRIBUTION.  eToys will not authorize or permit any third \nparty to distribute or promote the Affiliated eToys Site through the AOL \nNetwork absent AOL's prior written approval. AOL shall be entitled to require \nreasonable changes to the Content (including, without limitations features \nand functionality) within any linked pages of the Affiliated eToys Site to \nthe extent AOL reasonably believes that such Content will adversely affect \nAOL's operation of the AOL Network.\n\n2.   PROVISION OF OTHER CONTENT.  In the event that AOL notifies eToys that \n(i) as reasonably determined by AOL, any Content within the Affiliated eToys \nSite violates AOL's then-standard Terms of Service (as set forth on the \nAmerica Online-Registered Trademark- brand service), the terms of this \nAgreement or any other standard, written AOL policy or (ii) AOL reasonably \nobjects to the inclusion of any Content within the Affiliated eToys Site \n(other than any specific items of Content which may be expressly identified \nin this Agreement), then eToys shall take commercially reasonable steps to \nblock access by AOL Members to such Content using eToys's then-available \ntechnology. In the event that eToys cannot, through its commercially \nreasonable efforts, block access by AOL Members to the Content in question, \nthen eToys shall provide AOL prompt written notice of such fact. AOL may \nthen, at its option, restrict access from the AOL Network to the Content in \nquestion using technology available to AOL. eToys will cooperate with AOL's \nreasonable requests to the extent AOL elects to implement any such access \nrestrictions.\n\n3.   CONTESTS.  eToys will take all steps necessary to ensure that any \ncontest, sweepstakes or similar promotion conducted or promoted through the \nAffiliated eToys Site (a \"Contest\") complies with all applicable federal, \nstate and local laws and requisitions.\n\n4.   DISCLAIMERS.  Upon AOL's request, eToys agrees to include within the \nRainman Screens a product disclaimer (the specific form and substance to be \nmutually agreed upon by the Parties) indicating that transactions are solely \nbetween eToys and AOL Users purchasing products from eToys.\n\n5.   OWNERSHIP.  eToys acknowledges and agrees that AOL will own all right, \ntitle and interest in and to the elements of graphics, design, organization, \npresentation, layout, user interface, navigation and stylistic convention \n(including the digital implementations thereof) (collectively the \"Look and \nFeel\") which are generally associated with online areas contained within the \nAOL Network (the AOL Look and Feel, as previously defined), subject to eToys' \nownership rights in any eToys trademarks or copyrighted material within the \nAffiliated eToys Site. AOL acknowledges and agrees that eToys will own all \nright, title and interest in and to the Look and Feel which is generally \nassociated with the Affiliated eToys Site, subject to AOL's ownership rights \nin any AOL trademarks or copyrighted material and the AOL Look and Feel.\n\n6.\n\n7.   MANAGEMENT OF THE AFFILIATED eTOYS SITE.  eToys will manage, review, \ndelete, edit, create, update and otherwise manage all Products available on \nor through the Affiliated eToys Site, in a timely and professional manner and \nin accordance with the terms of this Agreement. eToys will ensure that each \nAffiliated eToys Site is current, accurate and well-organized at all times. \neToys warrants that the Affiliated eToys Site, including all Products and \nContents available therein: (i) will not infringe on or violate any \ncopyright, trademark, U.S. patent or any other third party right, including \nwithout limitation, any music performance or other music-related rights; and \n(ii) will not contain any Product which violates any applicable law or \nregulation, including those relating to contests, sweepstakes or similar \npromotions. AOL will have no obligations with respect to the Products \navailable on or through the Affiliated eToys Site, including, but not limited \nto, any duty to review or monitor any such Products.\n\n8.   DUTY TO INFORM.  eToys will promptly inform AOL of any information \nrelated to the eToys Service or Affiliated eToys Site which could reasonably \nlead to a claim, demand, or liability of or against AOL and\/or its affiliates \nby any third party.\n\n9.   CUSTOMER SERVICE.  It is the sole responsibility of eToys to provide \ncustomer service to persons or entities purchasing Products through the AOL \nNetwork (\"Customers\"). eToys will bear full responsibility for all customer \nservice, including without limitation, order processing, billing, \nfulfillment, shipment, collection and other customer service associated with \nany Products offered, sold or licensed through the Affiliated eToys Site, and \nAOL will have no obligations whatsoever with respect thereto. eToys will \nreceive all emails from Customers via a computer available to eToys' customer \nservice staff and generally respond to such emails within one business day of \nreceipt. eToys will receive all orders electronically and generally process \nall orders within one business day of receipt, provided Products ordered are \nnot advance order\n\n                                      12\n\n\n\n                                                                   CONFIDENTIAL\n\nitems. eToys will ensure that all orders of Products are received, processed, \nfulfilled and delivered on a timely and professional basis. eToys will offer \nAOL Users who purchase Products through such Affiliated eToys Site a money \nback satisfaction guarantee. eToys will bear all responsibility for compliance \nwith federal, state and local laws in the event that Products are out of \nstock or are no longer available at the time an order is received. eToys will \nalso comply with the requirements of any federal, state or local consumer \nprotection or disclosure law. Payment for Products will be collected by eToys \ndirectly from customers. eToys' order fulfillment operation will be subject \nto AOL's reasonable review.\n\n10.  PRODUCTION WORK.  In the event that eToys requests AOL's production \nassistance in connection with any matter, eToys will work with AOL to develop \na detailed production plan for the requested production assistance (the \n\"Production Plan\"). Following receipt of the final Production Plan, AOL will \nnotify eToys of (i) AOL's availability to perform the requested production \nwork, (ii) the proposed fee or fee structure for the requested production and \nmaintenance work and (iii) the estimated development schedule for such work. \nTo the extent the Parties reach agreement regarding implementation of \nagreed-upon Production Plan, such agreement will be reflected in a separate \nwork order signed by the Parties. To the extent eToys elects to retain a \nthird party provider to perform any such production work, work produced by \nsuch third party provider must generally conform to AOL's production \nStandards &amp; Practices (a copy of which will be supplied by AOL to eToys upon \nrequest). The specific production resources which AOL allocates to any \nproduction work to be performed on behalf of eToys will be as determined by \nAOL in its sole discretion.\n\n11.  MERCHANT CERTIFICATION PROGRAM.  eToys will participate in any generally \napplicable \"Certified Merchant\" program operated by AOL or its authorized \nagents or contractors. Such program may require merchant participants on an \nongoing basis to meet certain reasonable standards relating to provision of \nelectronic commerce through the AOL Network and may also require the payment \nof certain reasonable certification fees to the applicable entity operating \nthe program.\n\n\n                                      13\n\n\n\n                                                                   CONFIDENTIAL\n\n                                  EXHIBIT F\n\n                      STANDARD LEGAL TERMS &amp; CONDITIONS\n\n1.  PROMOTIONAL MATERIALS\/PRESS RELEASES.  Each Party will submit to the other \nParty, for its prior written approval, which will not be unreasonably \nwithheld or delayed, any marketing, advertising, press releases, and all \nother promotional materials related to the Affiliated eToys Site and\/or \nreferencing the other Party and\/or its trade names, trademarks, and service \nmarks (the \"Materials\"); provided, however, that either Party's use of screen \nshots of the Affiliated eToys Site for promotional purposes will not require \nthe approval of the other Party so long as the AOL Network is clearly \nidentified as the source of such screen shots. Each Party will solicit and \nreasonably consider the views of the other Party in designing and \nimplementing such Materials. Once approved, the Materials may be used by a \nParty and its affiliates for the purpose of promoting the Affiliated eToys \nSite and the content contained therein and reused for such purpose until such \napproval is withdrawn with reasonable prior notice. In the event such \napproval is withdrawn, existing inventories of Materials may be depleted. \nNotwithstanding the foregoing, either Party may issue press releases and \nother disclosures as required by law or as reasonably advised by legal \ncounsel without the consent of the other Party and in such event, prompt \nnotice thereof will be provided to the other Party.\n\n2.  LICENSE.  eToys hereby grants AOL a non-exclusive worldwide license to \nmarket, license, distribute, reproduce, display, perform, transmit and \npromote the Affiliated eToys Site and the Products contained therein (or any \nportion thereof) through such areas or features of the AOL Network as AOL \ndeems appropriate. AOL Users will have the right to access and use the \nAffiliate eToys Site.\n\n3.  TRADEMARK LICENSE.  In designing and implementing the Materials and \nsubject to the other provisions contained herein, eToys will be entitled to \nuse the following trade names, trademarks, and service marks of AOL: the \n\"America Online-Registered Trademark-\" brand service, \"AOL\" service\/software \nand AOL's triangle logo; and AOL and its Affiliates will be entitled to use \nthe trade names, trademarks, and service marks of eToys (collectively, \ntogether with the AOL marks listed above, the \"Marks\"); provided that each \nParty: (i) does not create a unitary composite mark involving a Mark of the \nother Party without the prior written approval of such other Party; and (ii) \ndisplays symbols and notices clearly and sufficiently indicating the \ntrademark status and ownership of the other Party's Marks in accordance with \napplicable trademark law and practice.\n\n4.  OWNERSHIP OF TRADEMARKS.  Each Party acknowledges the ownership of the \nother Party in the Marks of the other Party and agrees that all use of the \nother Party's Marks will inure to the benefit, and be on behalf, of the other \nParty. Each Party acknowledges that its utilization of the other Party's \nMarks will not create in it, nor will it represent it has, any right, title, \nor interest in or to such Marks other than the licenses expressly granted \nherein. Each Party agrees not to do anything contesting or impairing the \ntrademark rights of the other Party.\n\n5.  QUALITY STANDARDS.  Each Party agrees that the nature and quality of its \nproducts and services supplied in connection with the other Party's Marks \nwill conform to quality standards set by the other Party. Each Party agrees \nto supply the other Party, upon request, with a reasonable number of samples \nof any Materials publicly disseminated by such Party which utilize the other \nParty's Marks. Each Party will comply with all applicable laws, regulations, \nand customs and obtain any required government approvals pertaining to use of \nthe other Party's marks.\n\n6.  INFRINGEMENT PROCEEDINGS.  Each Party agrees to promptly notify the other \nParty of any unauthorized use of the other Party's Marks of which it has \nactual knowledge. Each Party will have the sole right and discretion to bring \nproceedings alleging infringement of its Marks or unfair competition related \nthereto; provided, however, that each Party agrees to provide the other Party \nwith its reasonable cooperation and assistance with respect to any such \ninfringement proceedings.\n\n7.  REPRESENTATIONS AND WARRANTIES.  Each Party represents and warrants to \nthe other Party that: (i) such Party has the full corporate right, power and \nauthority to enter into this Agreement and to perform the acts required of it \nhereunder; (ii) the execution of this Agreement by such Party, and the \nperformance by such Party of its obligations and duties hereunder, do not and \nwill not violate any agreement to which such Party is a party or by which it \nis otherwise bound; (iii) when executed and delivered by such Party, this \nAgreement will constitute the legal, valid and binding obligation of such \nParty, enforceable against such Party in accordance with its terms; and (iv) \nsuch Party acknowledges that the other Party makes no representations, \nwarranties or agreements related to the subject matter hereof that are not \nexpressly provided for in this Agreement.\n\n8.  CONFIDENTIALITY.  Each Party acknowledges that Confidential Information \nmay be disclosed to the other Party during the course of this Agreement. \nEach Party agrees that it will take reasonable steps, at least substantially \nequivalent to the steps it takes to protect its own proprietary information, \nduring the term of this Agreement, and for a\n\n\n                                      14\n\n\n\n                                                                   CONFIDENTIAL\n\nperiod of three years following expiration or termination of this Agreement, \nto prevent the duplication or disclosure of Confidential Information of the \nother Party, other than by or to its employees or agents who must have access \nto such Confidential Information to perform such Party's obligations \nhereunder, who will each agree to comply with this section.  Notwithstanding \nthe foregoing, either Party may issue a press release or other disclosure \ncontaining Confidential Information without the consent of the other Party, \nto the extent such disclosure is required by law, rule, regulation or \ngovernment or court order. In such event, the disclosing Party will provide \nat least five (5) business days prior written notice of such proposed \ndisclosure to the other Party. Further, in the event such disclosure is \nrequired of either Party under the laws, rules or regulations of the \nSecurities and Exchange Commission or any other applicable governing body, \nsuch Party will (i) redact mutually agreed-upon portions of this Agreement to \nthe fullest extent permitted under applicable laws, rules and regulations and \n(ii) submit a request to such governing body that such portions and other \nprovisions of this Agreement receive confidential treatment under the laws, \nrules and regulations of the Securities and Exchange Commission or otherwise \nbe held in the strictest confidence to the fullest extent permitted under the \nlaws, rules or regulations of any other applicable governing body.\n\n9.  LIMITATION OF LIABILITY; DISCLAIMER INDEMNIFICATION. \n\n9.1.  LIABILITY.  UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE \nOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY \nDAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH \nDAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF PRODUCTS, THE USE \nOR INABILITY TO USE THE AOL NETWORK, THE AOL SERVICE, AOL.COM OR THE \nAFFILIATED eToys SITE, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, \nSUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST \nBUSINESS (COLLECTIVELY, \"DISCLAIMED DAMAGES\"); PROVIDED THAT EACH PARTY WILL \nREMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE \nCLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO \nSECTION 9.3 OF THIS EXHIBIT F. EXCEPT AS PROVIDED IN SECTION 9.3 OF THIS  \nEXHIBIT F, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR MORE THAN \n$1,000,000; PROVIDED THAT EACH PARTY WILL REMAIN LIABLE FOR THE AGGREGATE \nAMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY PURSUANT TO SECTION \n4 OF THE AGREEMENT.\n\n9.2.  NO ADDITIONAL WARRANTIES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS \nAGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY \nDISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING \nTHE AOL NETWORK, THE AOL SERVICE, AOL.COM OR THE AFFILIATED eToys SITE, \nINCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR \nPURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF \nPERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AOL \nSPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF THE \nAFFILIATED ETOYS SITE.\n\n9.3.  INDEMNITY.  Either Party will defend, indemnify, save and hold harmless \nthe other Party and the officers, directors, agents, affiliates, \ndistributors, franchisees and employees of the other Party from any and all \nthird party claims, demands, liabilities, costs or expenses, including \nreasonable attorneys' fees (\"Liabilities\"), resulting from the indemnifying \nParty's material breach of any duty, representation, or warranty of this \nAgreement, except where Liabilities result from the gross negligence or \nknowing and willful misconduct of the other Party.\n\n9.4.  CLAIMS.  Each Party agrees to (i) promptly notify the other Party in \nwriting of any indemnifiable claim and give the other Party the opportunity \nto defend or negotiate a settlement of any such claim at such other Party's \nexpense, and (ii) cooperate fully with the other Party, at that other Party's \nexpense, in defending or settling such claim. AOL reserves the right, at its \nown expense, to assume the exclusive defense and control of any matter \notherwise subject to indemnification by eToys hereunder, and in such event, \neToys will have no further obligation to provide indemnification for such \nmatter hereunder.\n\n9.5.  ACKNOWLEDGMENT.  AOL and eToys each acknowledges that the provisions of \nthis Agreement were negotiated to reflect an informed, voluntary allocation \nbetween them of all risks (both known and unknown) associated with the \ntransactions contemplated hereunder. The limitations and disclaimers related \nto warranties and liability contained in this Agreement are intended to limit \nthe circumstances and extent of liability. The provisions of this Section 6 \nwill be enforceable independent of and severable from any other enforceable \nor unenforceable provision of this Agreement.\n\n10.  SOLICITATION OF AOL USERS.  During the term of this Agreement, and for \nthe two-year period following the expiration or termination of this \nAgreement, neither eToys nor its agents will use the AOL Network to (i) \nsolicit, or\n\n\n                                      15\n\n\n\n                                                                 CONFIDENTIAL\n\nparticipate in the solicitation of AOL Users when that solicitation is for the \nbenefit of any entity (including eToys) which could reasonably be construed \nto be or become in competition with AOL or (ii) promote any services which \ncould reasonably be construed to be in competition with AOL, including, but \nnot limited to, services available through the Internet. In addition, eToys \nmay not send AOL Users e-mail communications promoting eToys' Products \nthrough the AOL Network without a \"Prior Business Relationship.\" For purposes \nof this Agreement, a \"Prior Business Relationship\" will mean that the AOL \nUser has either (i) engaged in a transaction with eToys through the AOL \nNetwork or (ii) voluntarily provided information to eToys through a contest, \nregistration, or other communication, which included notice to the AOL User \nthat the information provided by the AOL User could result in an e-mail being \nsent to that AOL User by eToys or its agents. A Prior Business Relationship \ndoes not exist by virtue of an AOL User's visit to an Affiliated eToys Site \n(absent the elements above). More generally, eToys will be subject to any \nstandard policies regarding e-mail distribution through the AOL Network which \nAOL may implement.\n\n11. COLLECTION OF USER INFORMATION. eToys is prohibited from collecting AOL \nMember screennames from public or private areas of the AOL Network, except as \nspecifically provided below. eToys will ensure that any survey, questionnaire \nor other means of collecting AOL Member screennames or AOL User email \naddresses, names, addresses or other identifying information (\"User \nInformation\"), including, without limitation, requests directed to specific \nAOL Member screennames and automated methods of collecting screennames (an \n\"Information Request\") complies with (i) all applicable laws and regulations \nand (ii) any privacy policies which have been issued by AOL in writing during \nthe Term (the \"AOL Privacy Policies\"). Each Information Request will clearly \nand conspicuously specify to the AOL Users at issue the purpose for which \nUser Information collected through the Information Request will be used (the \n\"Specified Purpose\").\n\n12. USE OF USER INFORMATION. eToys will restrict use of the User Information \ncollected through an Information Request to the Specified Purpose. In no \nevent will eToys (i) provide User Information to any third party (except to \nthe extent specifically (a) permitted under the AOL Privacy Policies or (b) \nauthorized by the members in question), (ii) rent, sell or barter User \nInformation, (iii) identify, promote or otherwise disclose such User \nInformation in a manner that identifies AOL Users as end-users of the AOL \nService, AOL.com or the AOL Network or (iv) otherwise use any User \nInformation in contravention of Section 10 above. Notwithstanding the \nforegoing, in the case of AOL Users who purchase Products from eToys, eToys \nwill be entitled to use User Information from such AOL Users as part of \neToy's aggregate list of Customers; provided that eToys's use does not in any \nway identify, promote or otherwise disclose such User Information in a manner \nthat identifies AOL Users as end-users of the AOL Service. AOL.com or the AOL \nNetwork. In addition, eToys will not use any User Information for any purpose \n(including any Specified Purpose) not directly related to the business purpose \nof the Affiliated eToys Site.\n\n13. EXCUSE. Neither Party will be liable for, or be considered in breach of \nor default under this Agreement on account of, any delay or failure to \nperform as required by this Agreement as a result  of any causes or \nconditions which are beyond such Party's reasonable control and which such \nParty is unable to overcome by the exercise of reasonable diligence.\n\n14. INDEPENDENT CONTRACTORS. The Parties to this Agreement are independent \ncontractors. Neither Party is an agent, representative or partner of the \nother Party. Neither Party will have any right, power or authority to enter \ninto any agreement for or on behalf of, or incur any obligation or \nliability of, or to otherwise bind, the other Party. This Agreement will not \nbe interpreted or construed to create an association, agency, joint venture \nor partnership between the Parties or to impose any liability attributable \nto such a relationship upon either Party.\n\n15. NOTICE. Any notice, approval, request, authorization, direction or other \ncommunication under this Agreement will be given in writing and will be \ndeemed to have been delivered and given for all purposes on the delivery date \nif delivered by electronic mail on the AOL Network or (i) on the delivery \ndate if delivered personally to the Party to whom the same is directed; (ii) \none business day after deposit with a commercial overnight carrier, with \nwritten verification of receipt, or (iii) five business days after the \nmailing date, whether or not actually received, if sent by U.S. mail, return \nreceipt requested, postage and charges prepaid, or any other means of rapid \nmail delivery for which a receipt is available, to the person(s) specified \nbelow at the address of the Party set forth in the first paragraph of this \nAgreement.\n\n16. NO WAIVER. The failure of either Party to insist upon or enforce strict \nperformance by the other Party of any provision of this Agreement or to \nexercise any right under this Agreement will not be construed as a waiver or \nrelinquishment to any extent of such Party's right to assert or rely upon any \nsuch provision or right in that or any other instance; rather, the same will \nbe and remain in full force and effect.\n\n17. RETURN OF INFORMATION. Upon the expiration or termination of this \nAgreement, each Party will, upon the written request of the other Party, \nreturn or destroy (at the option of the Party receiving the request) all \nconfidential information, documents, manuals and other materials specified \nthe other Party.\n\n\n\n                                      16\n\n\n\n                                                                 CONFIDENTIAL\n\n\n18. SURVIVAL. Sections 9 through 12 of this Exhibit F, will survive the \ncompletion, expiration, termination or cancellation of this Agreement.\n\n19. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and \nsupersedes any and all prior agreements of the Parties with respect to the \ntransactions set forth herein. Neither Party will be bound by, and each Party \nspecifically objects to, any term, condition or other provision which is \ndifferent from or in addition to the provisions of this Agreement (whether or \nnot it would materially alter this Agreement) and which is proffered by the \nother Party in any correspondence or other document, unless the Party to be \nbound thereby specifically agrees to such provision in writing.\n\n20. AMENDMENT. No change, amendment or modification of any provision of this \nAgreement will be valid unless set forth in a written instrument signed by \nthe Party subject to enforcement of such amendment, and in the case of AOL, \nby an executive of at least the same standing to the executive who signed the \nAgreement.\n\n21. FURTHER ASSURANCES. Each Party will take such action (including, but not \nlimited to, the execution, acknowledgment and delivery of documents) as may \nreasonably be requested by any other Party of the implementation or \ncontinuing performance of this Agreement.\n\n22. ASSIGNMENT. eToys will not assign this Agreement or any right, interest \nor benefit under this Agreement without the prior written consent of AOL. \nSubject to the foregoing, this Agreement will be fully binding upon, inure to \nthe benefit of and be enforceable by the Parties hereto and their respective \nsuccessors and assigns.\n\n23. CONSTRUCTION; SEVERABILITY. In the event that any provision of this \nAgreement conflicts with the law under which this Agreement is to be \nconstrued or if any such provision is held invalid by a court with \njurisdiction over the Parties to this Agreement, (i) such provision will be \ndeemed to be restated to reflect as nearly as possible the original \nintentions of the Parties in accordance with applicable law, and (ii) the \nremaining terms, provisions, covenants and restrictions of this Agreement \nwill remain in full force and effect.\n\n24. REMEDIES. Except where otherwise specified, the rights and remedies \ngranted to a Party under this Agreement are cumulative and in addition to, \nand not in lieu of, any other rights or remedies which the Party may possess \nat law or in equity; provided that, in connection with any dispute hereunder, \neToys will be not entitled to offset any amounts that it claims to be due and \npayable from AOL against amounts otherwise payable by eToys to AOL.\n\n25. APPLICABLE LAW; JURISDICTION. This Agreement will be interpreted, \nconstrued and enforced in all respects in accordance with the laws of the \nCommonwealth of Virginia except for its conflicts of laws principles. Each \nParty irrevocably consents to the exclusive jurisdiction of the courts of the \nCommonwealth of Virginia and the federal courts situated in the Commonwealth \nof Virginia. In connection with any action to enforce the provisions of this \nAgreement, to recover damages or other relief for breach or default under \nthis Agreement, or otherwise arising under or by reason of this Agreement.\n\n26. EXPORT CONTROLS. Both Parties will adhere to all applicable laws, \nregulations and rules relating to the export of technical data and will not \nexport or re-export any technical data, any products received from the other \nParty or the direct product of such technical data to any proscribed country \nlisted in such applicable laws, regulations and rules unless properly \nauthorized.\n\n27. HEADINGS. The captions and headings used in this Agreement are inserted \nfor convenience only and will not affect the meaning or interpretation of \nthis Agreement.\n\n28. COUNTERPARTS. This Agreement may be executed in counterparts, each of \nwhich will be deemed an original and all of which together will constitute \none and the same document.\n\n\n                                      17\n\n\n\n                ADDENDUM TO INTERACTIVE MARKETING AGREEMENT\n\n\n     This Addendum, dated January 1, 1998 (the \"Revised Effective Date\"), is \nto that certain Interactive Marketing Agreement dated October 1, 1997 by and \nbetween America Online, Inc. (\"AOL\"), and eToys Inc. (\"eToys\") (the \n\"Agreement\"). Defined terms that are used but not defined herein shall be as \ndefined in the Agreement.\n\nThe parties wish to amend the Agreement as follows:\n\n1.   PARAGRAPH 4.1, PAYMENTS.  This clause shall be deleted in its entirety, \n     and replaced with the following:\n\n     \"PAYMENTS.  eToys will pay AOL an amount of Three Million One Hundred \n     Thousand Dollars (US$3,100,000), to be paid as follows: [*] As indicated \n     elsewhere herein, this Agreement supersedes eToys prior agreements with \n     AOL related to advertising and placement in the AOL shopping channel \n     (the \"Prior Agreements\"). In that regard, (i) eToys has no further \n     payment obligations under the Prior Agreements (except with respect to \n     invoices which have been received by eToys as of its execution of this \n     Agreement) and (ii) any impressions delivered to eToys beginning as of \n     the Effective Date will count towards the impressions commitments \n     contained herein.\"\n\n2.   EXHIBIT A, PLACEMENT\/PROMOTION PLAN.  The paragraph titled: 'AOL Service \n     Shopping Channel' shall be deleted in its entirety and replaced with the \n     following:\n\n     \"AOL SERVICE SHOPPING CHANNEL [*]\n\n\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n     - *\n\n     - \n\n\n3.   ORDER OF PRECEDENCE; STANDARD TERMS.  This Addendum is supplementary to \n     and modifies the Agreement. This Addendum supersedes provisions in the \n     Agreement only to the extent that the terms of this Addendum expressly \n     conflict with the provisions of the Agreement or such provisions are \n     otherwise expressly invalidated by reference herein.\n\n4.   COUNTERPARTS.  This Addendum may be executed in counterparts, each of \n     which shall be deemed an original and all of which together shall \n     constitute one and the same document.\n\nIN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the \ndate first written above.\n\n\nAMERICA ONLINE, INC.                        eTOYS INC.\n\nBy: \/s\/ illegible                           By: \/s\/ Philip Polishook  2\/16\/98\n    -------------------------------\n\nName: illegible                             Name: Philip Polishook\n      -----------------------------\n\nTitle:                                      Title: Vice President Marketing\n       ----------------------------\n\n* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED \n  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6655],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42362","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-america-online-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\/42362","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=42362"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42362"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42362"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42362"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}