{"id":42941,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/travel-services-alliance-agreement-theglobe-com-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"travel-services-alliance-agreement-theglobe-com-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/travel-services-alliance-agreement-theglobe-com-inc-and.html","title":{"rendered":"Travel Services Alliance Agreement &#8211; TheGlobe.com Inc. and Lowestfare.com"},"content":{"rendered":"<pre>\n                      TRAVEL SERVICES ALLIANCE AGREEMENT\n\n\n        This Travel Services Alliance Agreement (the \"Agreement\") is made as of\nthis 15th day of September, 1998 (the \"Effective Date\") between theglobe.com,\ninc., a New York corporation with its principal place of business at 31 West\n21st Street, New York, NY 10010 (\"theglobe.com\"), and Lowestfare.com, a division\nof Global Discount Travel Services, LLC, a Nevada limited liability company with\nits principal place of business at 980 Kelly Johnson Drive, Las Vegas, NV 89119\n(\"Lowestfare\").\n\n\n                                   Recitals\n                                   --------\n\n        WHEREAS, Lowestfare wishes to act as theglobe.com's exclusive provider\nof travel-related content, and to place certain advertisements on website\nlocations owned or controlled by theglobe.com;\n\n        WHEREAS, theglobe.com wishes to enter into such an exclusive\nrelationship, and to accept such advertising, subject to the terms of this\nAgreement.\n\n        NOW THEREFORE, theglobe.com and Lowestfare, for good and valuable \nconsideration the receipt and sufficiency of which are hereby acknowledged, \nhereby agree as follows:\n\n\n                                   Agreement\n                                   ---------\n\n1.      Definitions.\n\nCapitalized terms used in this Agreement shall have the following meanings:\n\n\"Co-Branded Site\" shall have the meaning assigned to it in Subsection 3.2 \n(\"Co-Branded Site\").\n\n\"Confidential Information\" shall have the meaning assigned to it in Section 9 \n(\"Confidentiality\").\n\n\"Disclosing Party\" shall have the meaning assigned to it in Section 9 \n(\"Confidentiality\").\n\n\"Editorial Content\" shall mean travel-related editorial content and related \nmaterials provided by Lowestfare hereunder.\n\n\"End User\" means a person who visits theglobe.com Site, or who links from \ntheglobe.com Site to the Co-Branded Site, or both.\n\n\"Fee\" shall have the meaning assigned to it in Subsection 6.1 (\"Fees\").\n\n\"Indemnified Party\" shall have the meaning assigned to it in Section 15 \n(\"Indemnity\").\n\n\"Indemnifying Party\" shall have the meaning assigned to it in Section 15 \n(\"Indemnity\").\n\n\n                                      1.\n\n\n\n\n\n\n \n\"Lowestfare Content\" shall mean all materials delivered by Lowestfare to \ntheglobe.com for display on theglobe.com Site, including without limitation the \nLowestfare Marks, the Editorial Content, \"buttons\", \"banners\", and other \nmaterials described in Exhibit A (\"Lowestfare Content\").\n\n\"Lowestfare Marks\" shall mean the trademarks, logos and other product and \nservice identifiers of Lowestfare described in Exhibit B (\"Marks\"), and as may \nbe modified from time to time during the Term upon the agreement of the parties.\n\n\"Monthly Sweepstakes\" shall have the meaning assigned to it in Subsection 3.3 \n(\"Monthly Sweepstakes\").\n\n\"Phase\" shall mean the periods of time and the corresponding work assigned to \nsuch periods as described in Exhibit C (\"Phases\").  For purpose of this \nAgreement, there shall be three (3) Phases, designated as \"Phase I\", \"Phase II\" \nand \"Phase III\".\n\n\"Quarterly Sweepstakes\" shall have the meaning assigned to it in Subsection \n2.1(b) (\"Quarterly Sweepstakes\").\n\n\"Receiving Party\" shall have the meaning assigned to it in Section 9 \n(\"Confidentiality\").\n\n\"Registered User\" shall mean an End User who has registered at theglobe.com \nSite.\n\n\"Registration Page\" shall mean the web page so designated by theglobe.com at \ntheglobe.com Site.\n\n\"Template\" shall have the meaning assigned to it in Subsection 8.2 (\"Template\").\n\n\"Term\" shall have the meaning assigned to it in Section 12 (\"Term and \nTermination\").\n\n\"theglobe.com Site\" shall mean http:\/\/www.theglobe.com, or such other site so \ndesignated by theglobe.com.\n\n\"theglobe.com Marks\" shall mean the domain name and theglobe.com's trademarks, \nservice marks, logos and other company and product identifiers provided by \ntheglobe.com to Lowestfare under this Agreement, and as may be added to, deleted\nfrom or modified from time to time by theglobe.com.\n\n\"Travel Services Company\" shall have the meaning assigned to it in Subsection \n3.1 (\"Exclusive Travel Services Relationship\").\n\n\"User Information\" shall have the meaning assigned to it in Section 11 (\"User \nInformation and Registration Data\").\n\n                                      2.\n\n\n \n2.  Phase I Services\n\nThe parties shall provide Phase I Services as provided herein and as provided in\nExhibit C (\"Phases\"):\n\n    2.1  Registration And Email.\n\n         (a)  \"Opt In\" Registration.  During the period of the Term before the \ncommencement of the activities described in Subsection 2.1(b) (\"Quarterly \nSweepstakes\"), theglobe.com shall place a \"check box\", including the name of \nLowestfare and the terms of the associated offer, on the Registration Page, by\nmeans of which End Users may be automatically registered with Lowestfare also.\n\n         (b)  Quarterly Sweepstakes.  Lowestfare shall provide to theglobe.com \nno less frequently than one (1) time each calendar quarter commencing with the \nEffective Date, a prize for distribution by theglobe.com to winners of \ntheglobe.com's quarterly registration sweepstakes.  The rules and operation of \nsuch quarterly registration sweepstakes (\"Quarterly Sweepstakes\") shall be \ndetermined solely by theglobe.com, in reasonable consultation with the original \nprovider of the prize.  Lowestfare shall not be held liable by theglobe.com or \nany third party for the administration, operation or legality of the Quarterly \nSweepstakes.  theglobe.com intends that new Registered Users will be \nautomatically entered into such Quarterly Sweepstakes, and that such Registered \nUsers who do not wish to participate in such Quarterly Sweepstakes will be \noffered the opportunity not to participate by checking an \"opt out\" box on the \nRegistration Page.\n\n    2.2  E-mail Promotion. At least one (1) time each calendar quarter during \nthe Term, commencing with the Effective Date, theglobe.com will direct an e-mail\ncampaign to all Registered Users. Such e-mail campaign shall, at a minimum,\nreasonably promote the Co-Branded Site, and may, at theglobe.com's discretion,\ninclude additional material regarding theglobe.com and its goods and services.\n\n    2.3  Framing.  theglobe in its sole discretion may frame all or any part of \nthe Lowestfare website (currently, \"http\/\/\/www.lowestfare.com\"), or the \nCo-Branded Site, and any revenue theglobe derives from banner sales shall be \nsolely theglobe's.\n\n3.  Phase II Services.\n\nThe parties shall provide Phase II Services as provided herein and as provided \nin Exhibit C (\"Phases\"):\n\n    3.1  Exclusive Travel Services Relationship.  theglobe.com shall not, during\nthe Term, enter into any agreements with any of the companies (\"Travel Services\nCompanies\") described in Exhibit F (\"Travel Services Companies\") whereby such \nTravel Services Companies shall provide travel-related content substantially\nsimilar to that listed in Exhibit A (\"Lowestfare Content\") to theglobe.com and\nreceive placement of the trademarks, logos, or other company or product\nidentifiers on theglobe.com Site. Notwithstanding the foregoing: (a)\ntheglobe.com shall not be restricted in any manner from accepting banner ads or\nbanner-like ads\n\n                                      3.\n\n\n\n\n\n\n\n\n \nfrom any party; and (b) the foregoing restriction shall not apply to Registered \nUser web pages (including any \"theglobe.com Stores\" located at such web pages)\nhosted by theglobe.com.\n\n        3.2  Co-Branded Site.  Lowestfare shall, according to the schedule \ncontained in Exhibit C (\"Phases\"), develop and operate a web page (the \n\"Co-Branded Site\"), to be located at one (1) or more server computers owned or\ncontrolled by Lowestfare, which shall include content provided by Lowestfare and\nshall reflect the user interface of the Template as licensed by theglobe.com\npursuant to Section 8 (\"Licenses and Standards\"). The design, layout, and \"look\n&amp; feel\" of the Co-Branded Site shall be mutually agreed to by the parties.\n\n        3.3  Placement.\n\n             (a)  Linking to Co-Branded Site.  theglobe.com shall link by \ncontextual links, \"buttons\", or similar identifiers determined by theglobe.com, \nfrom theglobe.com Site to the Co-Branded Site. The specific pages at \ntheglobe.com Site from which such links may be made shall be determined by and \nagreed to by both parties, but may include the following pages as may exist as\nof the Effective Date, or as may be created or modified by theglobe.com during\nthe Term:\n\n                (i)    theglobe.com homepage\n\n                (ii)   What's New Area\n\n                (iii)  Business &amp; Finance Theme Area\n\n                (iv)   Metro Theme Area\n\n                (v)    Romance Theme Area\n\n                (vi)   Life\/College Theme Areas\n\n                (vii)  Assorted (News, Sports, etc.)\n\n                (viii) NavBar\n\n                (ix)   Myglobe.com\n\n                (x)    Travel\n\n             (b)  Impressions. theglobe.com shall deliver at least: (i)      \n(       ) End User page impressions of Lowestfare Content at the.globe,com Site\nduring the first year of the Term in locations at theglobe.com Site to be \nmutually agreed upon by both parties; (ii)             (           ) End User\npage impressions of Lowestfare Content at theglobe.com Site during the second\nyear of the Term in locations at theglobe.com Site to be mutually agreed upon\nby both parties; and (iii)           (           ) End User page impressions of\nLowestfare Content at theglobe.com Site during the third year of the Term in\nlocations at theglobe.com Site to be mutually agreed upon by both\n\n                                      4.\n\n \nparties. Such page impressions shall include, without limitation, all\nimpressions given at theglobe.com Site for all Lowestfare banner ads and\ncontextual button impressions. It is the parties' shared expectation that the\nforegoing page impressions shall be provided in the quantities and from the\nlocations at theglobe.com Site described in Exhibit D (\"Locations\"); provided,\nhowever, that the parties understand and agree that such expectation does not\nrepresent any binding obligation on either party. theglobe.com will work with\nLowestfare to identify the most effective mix of banner ads, contextual links,\nand \"buttons\" to be used on different pages of theglobe.com Site, including but\nnot limited to new sections of theglobe.com Site as they are launched. The\nnumber of the foregoing page impressions shall be remeasured monthly, and any\noverages or shortfalls from the pro rated monthly quantity (i.e.,               \n              (            ) impressions per month during the first year of the\nTerm), shall be rolled forward into the overall total in subsequent months on an\nongoing basis until the end of the Term.\n\n        3.4     Online Promotion. theglobe.com shall provide the relationship \nbetween the parties with advertisements in accordance with Exhibit D \n(\"Locations\"), with online advertising solutions companies determined by \ntheglobe.com such as DoubleClick Inc. and 24\/7 Media Inc.\n\n4.      Phase III Services.\n\nThe parties shall provide Phase III Services as provided herein and as provided \nin Exhibit C (\"Phases\");\n\n        4.1     Affiliate Program. At the discretion of Lowestfare, theglobe.com\nshall promote an affiliate program, to be determined solely by theglobe.com, to\nbe located on the \"Making Money\" page at theglobe.com Site, or such other\nlocation as determined by theglobe.com, to allow Registered Users who have\npersonal home pages located at theglobe.com Site to place on such home pages\ncertain Lowestfare Content with links to the Co-Branded Site.\n\n        4.2     Offline Promotion. The globe shall promote the relationship\nbetween the parties with the advertisements in print media as determined by\ntheglobe.com.\n\n5.      Content and Liability.\n\n        5.1     Lowestfare Content. In addition to all other obligations of \nLowestfare with respect to the Phases, Lowestfare shall also from time to time\nduring the Term promptly deliver to theglobe.com the Lowestfare Content\ndescribed in Exhibit C (\"Phases\"), and shall continue to provide such Lowestfare\nContent during the Term of the Agreement in accordance therewith. Such\nLowestfare Content shall be provided in file transfer protocol (\"ftp\") format,\nat least one (1) time each week.\n\n        5.2     Liability. As between theglobe.com and Lowestfare, Lowestfare\nis solely responsible for any legal liability arising out of or relating to \nLowestfare Content or the Co-Branded Site. The Lowestfare Content and the \nCo-Branded Site: (a) shall not infringe any third party's copyright, patent, \ntrademark, trade secret, or other proprietary rights or rights of publicity or \nprivacy; (b) shall not violate any law, statute, ordinance or regulation \n(including without limitation the laws and regulations governing export control,\nunfair competition, anti-discrimination or false advertising); (c) shall not \nbe defamatory, trade libelous, unlawfully\n\n\n                                      5.\n\n\n \nthreatening or unlawfully harassing; (d) shall not be obscene, pornographic or \nindecent or contain child pornography; and (e) shall not contain any viruses, \nTrojan horses, worms, time bombs, cancelbots or other computer programming \nroutines that are intended to damage, detrimentally interfere with, \nsurreptitiously intercept or expropriate any system, data or personal \ninformation.\n\n6.      Payment.\n\n        6.1    Fees.  During the Term, Lowestfare shall pay to theglobe.com the \nfollowing fees: (a) During the first year of the Term, Lowestfare shall pay to\ntheglobe.com a fee (\"Fee\") of One Million Two Hundred Thousand Dollars\n($1,200,000.00) in twelve (12) monthly payments of One Hundred Thousand Dollars\n($100,000.00) each, the first two (2) of such Fee payments (totaling Two Hundred\nThousand Dollars ($200,000) to be made on the Effective Date, and each\nsubsequent payment One Hundred Thousand Dollars ($100,000)) to be made thirty\n(30) days after the immediately prior payment. (b) During the second year of the\nTerm, Lowestfare shall pay to theglobe.com a fee of Two Million Four Hundred\nThousand Dollars ($2,400,000) in twelve (12) equal monthly payments, the first\nof such payments to be made on the one-year anniversary of the Effective Date.\n(c) During the third year of the Term, Lowestfare shall pay to theglobe.com a\nfee of Three Million Five Hundred Thousand Dollars ($3,500,000) in twelve equal\nmonthly payments, the first of such payments to be made on the two-year\nanniversary of the Effective Date.\n\n        6.2    Taxes.  All fees and payments stated herein exclude and \nLowestfare shall pay, any sales, use, property, license, value added,\nwithholding, excise or similar tax, federal, state or local, related to such\npayments or the parties' performance of their obligations or exercise of their\nrights under their Agreement and any related duties, tariffs, imposts and\nsimilar charges, exclusive of taxes based on theglobe.com's net income.\n\n7.      Support.\n\nAt its sole expense, Lowestfare shall be responsible for, and shall provide, all\ncustomer and technical support for End Users relating to the Co-Branded Site, \ntheglobe.com may redirect any End User inquiries regarding the travel component \nof the Co-Branded Site to Lowestfare.\n\n8.      Licenses And Standards.\n\n        8.1    Content.  Lowestfare hereby grants to theglobe.com a \nnon-exclusive, nontransferable worldwide, royalty-free license (without the \nright to grant sublicenses) to use, download, or distribute publicly perform, \npublicly display and digitally perform the Lowestfare Content on or in \nconjunction with theglobe.com Site, and theglobe.com's performance under this \nAgreement.\n\n        8.2    Template.  theglobe.com hereby grants to Lowestfare a \nnon-exclusive, non-transferable, worldwide royalty-free license (without the \nright to grant sublicenses) to install the object code version of the software \n(\"Template\") described in EXHIBIT E (\"TEMPLATE\") solely at the Co-Branded Site, \nand solely to use and to permit End Users to use the Template pursuant to the \nuse of such Co-Branded Site.  The Template shall at all times remain the sole \nand exclusive property of theglobe.com, subject only to the license expressly \ngranted herein.\n\n                                       6.\n\n \nLowestfare understands and agrees that theglobe.com may, from time to time and \nin theglobe.com's discretion, provide modified, updated, correct or enhanced \nversions of the Template to Lowestfare, and Lowestfare shall replace the prior\nversion with such new version within a reasonable amount of time. In the event\nthe Template is modified, updated, corrected or enhanced within six months from\nthe Effective Date, theglobe.com shall reimburse Lowestfare for any costs\nincurred in implementing such Template.\n\n        8.3     Trademarks. Lowestfare hereby grants theglobe.com a non-\nexclusive, nonsublicensable license to use the Lowestfare Marks in links to and\nadvertisements and promotions for theglobe.com Site. theglobe.com hereby grants\nto Lowestfare a non-exclusive, nonsublicensable license to use theglobe.com's\nMarks on the Co-Branded Site.\n\n       8.4      Restrictions. Each party, as a trademark owner hereunder, may\nterminate the foregoing trademark license if, in its sole discretion, the\nlicensee's use of the marks does not conform to the such party's standards;\nalternatively, the owner may specify that certain pages of the licensee's\nwebsite may not contain the licensed marks; provided, however, the objecting\n                                            -----------------                 \nparty must state in writing the basis for the objection and provide the other\nparty with a reasonable opportunity to cure such offending action. 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 form any combination marks with the\nowner's marks. The licensee shall not take any action inconsistent with\nownership of the marks and any benefits accruing from use of such trademarks\nshall automatically vest in the owner.\n\n9.      Confidentiality.\n\n        9.1     Confidential Information. Each party (the \"Disclosing Party\")\nmay from time to time during the Term of this Agreement disclose to the other\nparty (the \"Receiving Party\") certain non-public information regarding the\nDisclosing Party's business, including technical, marketing, financial,\npersonnel, planning, and other information (\"Confidential Information\"). The\nDisclosing Party shall mark all such Confidential Information in tangible form\nwith the legend 'confidential', 'proprietary', or with similar legend. With\nrespect to Confidential Information disclosed orally, the Disclosing Party shall\ndescribe such Confidential Information as such at the time of disclosure, and\nshall confirm such Confidential Information as such in writing within thirty\n(30) days after the date of oral disclosure. Regardless of whether so marked,\nhowever, any non-public information regarding the Template, including the\nTemplate itself, shall be deemed to be the Confidential Information of\ntheglobe.com.\n\n        9.2     Protection of Confidential Information. Except as expressly\npermitted by this Agreement, the Receiving Party shall not disclose the\nConfidential Information of the Disclosing Party using the same degree of care\nwhich the Receiving Party ordinarily uses with respect to its own proprietary\ninformation, but in no event with less than reasonable care. The Receiving Party\nshall not use the Confidential Information of the Disclosing Party for any\npurpose not expressly permitted by this Agreement, and shall limit the\ndisclosure of the Confidential Information of the Disclosing Party to the\nemployees or agents of the Receiving Party who have a need to know such\nConfidential Information for purposes of this Agreement, and with respect to\nagents who are recipients of the Confidential Information of the Disclosing\nParty, who are\n\n\n                                      7.\n\n\n \nbound in writing by confidentiality terms no less restrictive than those\ncontained herein. The Receiving Party shall provide copies of such written\nagreements to the Disclosing Party upon request; provided, however, that such\nagreement copies shall themselves be deemed the Confidential Information of the\nReceiving Party.\n\n        9.3     Exceptions.  Notwithstanding anything  herein to the contrary, \nConfidential Information shall not be deemed to include any information which:\n(a) was already lawfully known to the Receiving Party at the time of disclosure\nby the Disclosing Party as reflected in the written records of the Receiving\nParty; (b) was or has been disclosed by the Disclosing Party to a third party\nwithout obligation of confidence; (c) was or becomes lawfully known to the\ngeneral public without breach of this Agreement; (d) is independently developed\nby the Receiving Party without access to, or use of, the Confidential\nInformation; (e) is approved in writing by the Disclosing Party for disclosure\nby the Receiving Party; (f) is required to be disclosed in order for the\nReceiving Party to enforce its rights under this Agreement; or (g) is required\nto be disclosed by law or by the order or a court or similar judicial or\nadministrative body, including as part of any filing with the Securities\nExchange Commission; provided, however, that the Receiving Party shall notify\nthe Disclosing Party of such requirement immediately and in writing, and shall\ncooperate reasonably with the Disclosing Party, at the Disclosing Party's\nexpense, in the obtaining of a protective or similar order with respect thereto.\n\n        9.4     Return of  Confidential Information.  The Receiving Party shall\nreturn to the Disclosing Party, destroy or erase all Confidential Information\nof the Disclosing Party in tangible form: (a) upon the written request of the \nDisclosing Party (except for Software or Modified Software contained in such \nConfidential Information); or (b) upon the expiration or termination of this \nAgreement, whichever comes first, and in both cases, the Receiving Party shall \ncertify promptly and in writing that it has done so.\n\n\n10.     USER INFORMATION AND REGISTRATION DATA.\n\n        10.1 User Information. Any information or data collected from or about \nEnd Users (including without limitation voluntarily-disclosed information, any\ninformation Lowestfare collects regarding End Users from their access or use of\nthe Co-Branded Site (including without limitation all statistical, demographic\nand psychographic information about such End Users) and any reports about\ntraffic (collectively, \"User Information\")) shall be owned exclusively by\ntheglobe.com. However, during the Term of this Agreement, theglobe.com hereby\ngrants to Lowestfare a nonexclusive, nontransferable, nonsublicensable license\nto use User Information only as required to exercise its rights and carry out\nits obligations hereunder. Lowestfare acknowledges that the User Information\nconstitutes extremely valuable trade secrets of theglobe.com. Lowestfare shall\nnot use the User Information for any purpose other than as expressly granted\nunder this Agreement nor disclose the User Information to any third party.\nWithout limiting the foregoing, under no circumstances may Lowestfare send\nunsolicited emails to any End Users, nor may Lowestfare permit or authorize any\nthird parties to do so. Lowestfare shall use at least industry-standard methods\nto protect the security of User Information. This Subsection 10.1 (\"User\nInformation\") shall not apply to End Users who (a) have registered as\nLowestfare.com users, including pursuant to Subsection 2.1 (\"`Opt In'\nRegistration\") and Subsection 2.1 (b) (\"Quarterly Sweepstakes\"); or (b) are or\nbecome customers of\n\n                                      8.\n\n \nLowestfare.com or Global Discount Travel Services, or its respective \nsubsidiaries, now existing or hereafter organized.\n\n        10.2    Registration Data. As part of the User Information, theglobe.com\nshall provide to Lowestfare the email addresses and names of Registered Users.\n\n11.     Disclaimer of Warranties.\n\nEACH PARTY PROVIDES ALL MATERIALS AND SERVICES TO THE OTHER PARTY \"AS IS.\" EACH\nPARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY,\nINCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,\nMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Each party acknowledges\nthat it has not entered into this Agreement in reliance upon any warranty or\nrepresentation except those specifically set forth herein.\n\n12.     Term and Termination.\n\n        12.1  Term. The term of this Agreement (\"Term\") shall continue for a\nperiod of three (3) years following the Effective Date.\n\n        12.2  Termination for Cause. Notwithstanding the foregoing, this\nAgreement may be terminated by either party upon notice for the material breach\nof this Agreement by the other party which breach has remained uncured for a\nperiod of thirty (30) days from the date of written notice thereof.\n\n\n        12.3  Effect of Expiration or Termination. Upon the expiration or \ntermination of this Agreement, all licenses granted hereunder shall immediately \nterminate, and each party shall promptly remove all references to the other \nparty's trademarks from any site that caches, indexes or links to such party's \nsite.\n\n13.     Survival.\n\nUpon the expiration or termination of this Agreement, Section 1 (\"Definitions\"),\nSubsection 5.2 (\"Liability\"), Section 9 (\"Confidentiality\"), Section 11\n(\"Disclaimer of Warranties\"), Subsection 12.4 (\"Effect of Expiration or\nTermination\"), Section 13 (\"Survival\"), Section 14 (\"Limitation of Liability\"),\nSection 15 (\"Indemnity\") and Section 16 (\"General Provisions\") shall survive and\ncontinue to bind the parties.\n\n14.     Limitation on Liability.\n\nEXCEPT IN THE EVENT OF A BREACH OF SECTION 8 (\"LICENSES AND STANDARDS\") OR \nSECTION 9 (\"CONFIDENTIALITY\"), NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, \nINCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING\nNEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE \nEVENT OF A BREACH OF SECTION 8 (\"LICENSES AND STANDARDS\") OR SECTION 9 \n(\"CONFIDENTIALITY\"), A FAILURE TO PAY FEES OWED, OR AN INDEMNITY CLAIM, IN NO \nEVENT SHALL\n\n                                      9.\n\n \nEITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS\nACTUALLY PAID BY LOWESTFARE TO THEGLOBE HEREUNDER.\n\n15.     Indemnity.\n\nEach party (the \"Indemnifying Party\") shall indemnify the other party (the\n\"Indemnified Party\") against any and all claims, losses, damages 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: (a) the\nIndemnifying Party's acts, omissions or misrepresentations to the extent that\nthe Indemnified Party is deemed a principal of the Indemnifying Party, (b) the\nviolation of any third party proprietary right by the Indemnifying Party's\ndomain name, software or any content provided by the Indemnifying Party\n(including without limitation the Lowestfare Content) for use on the Indemnified\nParty's servers, or (c) breach of Subsection 16.5 (\"Compliance with Laws\"). In\naddition, Lowestfare shall indemnify theglobe.com against any and all claims,\nlosses, damages, costs and expenses, including reasonable attorneys' fees, which\ntheglobe.com may incur as a result of claims in any form by third parties\narising from; the content on the Co-Branded Site. The foregoing obligations are\nconditioned on the Indemnified Party's giving the Indemnifying Party notice of\nthe relevant claim, cooperating with the Indemnifying Party, at the Indemnifying\nParty's expense, in the defense of such claim, and giving the Indemnifying Party\nthe right to control the defense and settlement of any such claim, except that\nthe Indemnifying Party shall not enter into any settlement that affects the\nIndemnified Party's rights or interest without the Indemnified Party's prior\nwritten approval. The Indemnified Party shall have the right to participate in\nthe defense at its expense.\n\n16.     General Provisions.\n\n        16.1  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 consent to jurisdiction in New York\nand further agree that any cause of action arising under this Agreement shall be\nbrought in a court in New York, New York. The parties exclude the application of\nThe United Nations Convention on Contracts for the International Sale of Goods\nfrom this Agreement.\n\n        16.2  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. Headings are for\nreference purposes only and in no way define, limit, construe or describe the\nscope or extent of such section.\n\n        16.3  Force Majeure.  If performance hereunder is prevented, restricted \nor interfered with by any act or condition whatsoever beyond the reasonable\ncontrol of a party, the party so affected, upon giving prompt notice to the\nother party, shall be excused from such performance to the extent of such\nprevention, restriction or interference. Each party acknowledges that the\noperation of the other party's website and services may be interfered with by\nnumerous factors outside of a party's control, and theglobe.com does not\nguarantee continuous or uninterrupted display of Lowestfare Content.\n\n                                      10.\n\n \n      16.4  Independent Contractors. The parties are independent contractors, \nand no agency, partnership, joint venture, employee-employer or franchisor-\nfranchisee relationship is intended or created by this Agreement. Neither party\nshall make any warranties or representations on behalf of the other party.\n\n      16.5  Compliance with Laws.  At its own expense, each party shall comply \nwith all applicable laws, regulations, rules, ordinances and orders regarding \nthe marketing, promotion and performance of its obligations hereunder, including\nwithout limitation the operation of the Co-Branded Site and its other activities\nrelated to this Agreement.\n\n      16.6  Notice. Any notices hereunder shall be given to the appropriate \nparty at the address specified above or at such other address as the party shall\nspecify in writing. Notice shall be deemed given: upon personal delivery; if\nsent by fax, upon confirmation of receipt; or if sent by certified or registered\nmail, postage prepaid, five (5) days after the date of mailing.\n\n      16.7  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 this Agreement, including the Travel Services Alliance Agreement \nbetween theglobe.com and lowestfare.com dated as of September 9, 1998.  It may \nbe changed only by a writing signed by theglobe.com and Lowestfare.  The waiver \nof a breach of any provision of this Agreement will not operate or be \ninterpreted as a waiver of any other or subsequent breach.\n\n      16.8  Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original and all of which shall \nbe taken together and deemed to be one instrument.\n\n        \n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the \ndate first above written.\n\n\nLowestfare.com, a division of            theglobe.com, inc.\nGlobal Discount Travel Services LLC       \n                                                                          \nBy:       \/s\/                            By:       \/s\/                    \n        ------------------------------           ------------------------------\n                                                                          \nTitle:    CEO                            Title:    \n                                         \n        ------------------------------           ------------------------------\n                                                                          \nDate:     9-16-98                        Date:     16\\Sept.\\98\n        ------------------------------           ------------------------------\n\n                                     11.  \n\n\n \n                                   Exhibit A\n                              Lowestfare Content\n\n\nEditorial Content\n-----------------\n\n.   Travel\n.   Flight Reservations\n    .   Quick Rez\n\n.   Vacation Packages\n    .   Vacations\n    .   Getaways\n    .   Cruises\n\n.   Destination Guide\n\n.   Travel Articles\n\n.   Travel Resources\n    .   Maps\n    .   Weather\n    .   Currency Converter\n\n.   Travel Affiliate Program\n\nButtons, Banners, Etc.\n----------------------\n\n\n\nOther Materials\n---------------\n\n\n                                      12.\n\n\n \n                                   Exhibit B\n                                     Marks\n\n\n\n                                      13.\n\n \n                                   Exhibit C\n                                    Phases\n\nPhase I\n\n(To commence upon the Effective Date and to continue for the Term of the \nAgreement)\n\nPromotional Matters\n\n\n\n\nPhase II\n\n(To commence the fourth (4th) calendar quarter of 1998 (Q4,98) and to continue \nfor the Term of the Agreement)\n\nSite Integration\n\n\n\n\nPhase III\n\n(To commence the first (1st) calendar quarter of 1999 (Q1,99) and to continue \nfor the Term of the Agreement)\n\nAffiliate Program &amp; Online Promotion\n\n\n                                      14.\n\n \n                                                   Exhibit D\n                                                   Locations\n\n--------------------------------------------------------------------------------\n               Type                Approx. Yearly Impressions       Total Cost\n--------------------------------------------------------------------------------\n        Exclusive Travel Partner                                    $1,200,000\n             Travel Content Area                              \n           Placement Theme Areas                              \n              Homepage Promotion                              \n                      What's New                              \n                        Business                              \n                           Metro                              \n                         Romance                              \n                    Life College                              \n                     Myglobe.com                              \n Quarterly Registration Giveaway                              \n                Registered Users                              \nPermanent Opt-in Registration Pg.                             \n                Registered Users                              \n      Monthly Travel Sweepstakes                              \n                Registered Users                              \n                 Quarterly Email                              \n    Affiliate Membership Program                              \n    Online and Offline Promotion                              \n                          Online                               \n                   Offline Print                              \n                        Assorted                              \n\n--------------------------------------------------------------------------------\n                           Total                                    $1,200,000\n--------------------------------------------------------------------------------\n\n                                      15.\n\n \n                                   EXHIBIT E\n                                   Template\n\nSubject to Subsection 8.2 (\"Template\"), the initial Template shall provide a \nuser interface substantially consistent with the following:\n\n                               [TEMPLATE SCREEN]\n\n                                      16.\n\n \n                                   Exhibit F\n                           Travel Services Companies\n\n\nTravel Service Companies shall mean all companies that provide full-service \ntravel content and reservations for airlines, hotels, vacations, cars, cruises \nand charter flights, including, but not limited to:\n\n\nTravelocity\nExpedia\nPreview Travel\nInternet Travel Network (ITN)\nAmerican Express Travel\nCarson-Wagonlits\nOmega Travel\nCheap Tickets\nBiz Travel\n\n\n                                      17.\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-42941","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\/42941","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=42941"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42941"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42941"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42941"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}