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Sample Business Contracts

Agreement - Netgateway Inc. and Xoom.com Inc.

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                                 AGREEMENT

This Agreement ("Agreement") made this 25th day of February, 1999 (the
"Effective Date") between NETGATEWAY,INC., a Nevada corporation, with offices
located at 300 Oceangate, Suite 500, Long Beach, CA 90802 (hereinafter
"Netgateway") and XOOM.COM INC., a Delaware corporation, with offices located
at 300 Montgomery Street, San Francisco, CA 94104 (hereinafter "XOOM.com.").
Netgateway and XOOM.com may be referred to herein collectively as (the
"Parties") or singularly as (a "Party").

WHEREAS, Netgateway is the provider of a unique, World Wide Web storefront
building and hosting product and service ("StoresOnline"); and

WHEREAS, XOOM.com is in the business of offering products and programs to its
Members through its Web site on the World Wide Web; and

WHEREAS, Netgateway will supply a private-labeled version of its World Wide
Web storefront building and hosting products and services identified on
Exhibit A hereto, (hereinafter the "Program(s)") to XOOM.com and to
Xoom.com's Members; and

WHEREAS, XOOM.com agrees to give Netgateway the exclusive right to provide the
services and/or products as described in Exhibit A from the Effective Date
hereof to its current and future Members as further described herein and
subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises and
provisions contained in this Agreement, the Parties hereto agree as follows:

A.     SOLICITATION AND ENROLLMENT

       XOOM.com will market the Programs at its sole cost and expense,
       through its XOOM.com Web sites, emails, and other means as agreed to by
       the Parties. The price and offer for the Programs shall be mutually
       agreed upon by the Parties prior to marketing (see Exhibit A).
       Netgateway will capture Subscriber information, including Subscriber
       name, address, telephone number and email address (for those
       Subscribers who agree to enroll in the Paid version of the Program, see
       Exhibit A) ("Subscriber Information") and transmit the "Subscriber
       Information" to XOOM.com at times mutually agreed. Members enrolling in
       a Program will become Subscribers in that Program. Enrollment in the
       Paid Program includes the Subscriber's understanding that their credit
       card will be billed, absent cancellation, for the subscription fee
       agreed upon and that their account will continue to automatically be
       billed absent cancellation for a renewal subscription term at the then
       current rate for the Program at the time of such renewal.

B.     START DATE

       Marketing of the Programs will commence on or about April 15, 1999.


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C.     NETGATEWAY'S RESPONSIBILITIES

       Netgateway shall:

       1.)     Bill and collect subscription fees for Paid Program
               subscriptions.
       2.)     Provide Netgateway's customary StoresOnline.com customer
               service that Netgateway provides to other paid subscribers,
               including 24/7 help desk support, to Subscribers (online
               customer service only shall be provided to Subscribers of the
               Free Program).
       3.)     Use reasonable commercial efforts to work with XOOM.com to
               customize existing Programs for XOOM.com Subscribers, as
               provided for in Section D.

       4.)     Pay commissions to XOOM.com as follows:
               a.) Commissions to XOOM.com for Paid Program subscriptions
                   will be U.S. [**REDACTED**] per month for each Paid
                   Program Subscriber enrolled by XOOM.com for as long as the
                   Subscriber is active.
               b.) No commission shall be payable to XOOM.com for any Full Set
                   Up Service purchased from Netgateway by XOOM.com
                   Subscribers (see Exhibit A), provided that XOOM.com will
                   be entitled to commissions in accordance with 4(a) above
                   on any monthly subscription fees paid by subscribers who
                   purchase the Full Set Up Service
               c.) In the event that Netgateway's quarterly revenue from fees
                   paid by Paid Program Subscribers fees exceeds U.S.
                   [**REDACTED**] Netgateway shall rebate XOOM.com U.S.
                   [**REDACTED**] per month, per enrolled Paid Program
                   Subscriber.  The rebate shall be effective retroactively
                   based upon Netgateway revenue received that calendar
                   quarter, and shall be due no later than 30 days after the
                   end of each calendar quarter.
               d.) Netgateway will pay XOOM.com a [**REDACTED**] commission
                   on all net revenues received by Netgatway generated from
                   components of the XOOM.com "Mall" (see Exhibit A). These
                   "Mall" components include but are not limited to:
                   -  eCommerce advertisers solicited by Netgateway
                   -  Banner advertising, sold by Netgateway, on a pro rata
                      basis as attributable to the XOOM.com "Mall"
                   -  Click through revenue from eTailer sales (need
                      definition of eTailer)
                   -  Revenue generated from featured product sales
                   -  Any and all revenue-generating components added after
                      the signature of this Agreement
       5.)     Provide XOOM.com with all End-Customer Data (as defined below)
               generated by Subscriber sites of both the Paid Program (unless
               End-Customer opts out) and the Free Program.
               -   An End-Customer is defined as an individual making a
                   purchase from a XOOM.com/Netgateway Subscriber's online
                   storefront.
               -   End-Customer Data is defined as, customer name, email
                   address, credit card number, product purchased during
                   transaction, and any or

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                   all other data as requested by XOOM.com subject to its
                   reasonable availability.
               -   XOOM.com shall be the sole owner of and have exclusive
                   marketing rights to the End-Customer Data.
               -   Netgateway shall may use the End-Customer data for its
                   standard statistical analysis and public reporting
                   disclosure requirements.
               -   XOOM.com shall ensure that all necessary and appropriate
                   prior disclosure is made to both Subscribers and
                   end-customers regarding the collection and use of
                   end-customer data by XOOM.com. (See Exhibit A.)


       6.)     Agree during the term of this Agreement and for two (2)
               years after the effective date of its termination not to
               knowingly induce XOOM.com Members or Netgateway Subscribers to
               terminate their relationships with XOOM.com in favor of a
               XOOM.com competitor.

       7.)     Shall insure that the performance of the Program shall meet or
               exceed industry standards, shall remain competitive with
               substantially similar services being offered by third parties,
               and shall maintain Program at the same or higher level that it
               maintains the Program for its other partners, licensees and
               customers. Netgateway shall promptly respond to and remedy any
               errors or omissions or problems reported by XOOM.com.

D.     CUSTOMIZATION/PRIVATE-LABELING

       1.)     Netgateway will private label the Programs described in
               Exhibit A with the XOOM.com name and logo, subject to approval
               by XOOM.com, such approval not be unreasonably withheld.

E.     MARKETING RIGHTS

       XOOM.com holds all rights to the Subscriber Information and
       end-customer data for the term of this Agreement and two years
       thereafter. In the event of the termination of this Agreement, Netgateway
       shall receive co-ownership of Subscriber Information for Subscribers
       STILL ACTIVE at the end of a period of two years from the date of
       termination of this Agreement.

F.     XOOM.COM'S RESPONSIBILITIES

       XOOM.com shall:

       1.)     Actively market the Programs to its Member base by integrating
               information to allow Members to enroll in the Programs on the
               XOOM.com Web sites, its communities area, e-mail to its
               Customers, upsells after purchase of its products and programs
               and by other means as may be developed and to be mutually agreed
               to by the Parties.
               a) This marketing shall include active promotion to enroll
                  Members as Subscribers in Free Program, to enroll Members as
                  Subscribers in the Paid Program, upsell Subscribers in the
                  Free Program to the Paid


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<PAGE>

              Program (see Exhibit A), and offers promoting the Full Set Up
              Service (see Exhibit A).
     2.)   Electronically transmit newly enrolled Subscriber Information to
           Netgateway at mutually agreeable times and in file formats agreed
           to.
     3.)   Use best efforts to ensure that XOOM.com's Web site information
           contains current Program benefit information as submitted to
           XOOM.com by Netgateway.
     4.)   Use best efforts to work with Netgateway to achieve success for
           the Programs marketed.
     7.)   Expend reasonable management time to improve Subscriber
           enrollment rates.

     8.)   Agree during the term of this Agreement and for two (2) years
           after the effective date of its termination, not to knowingly
           induce then active Subscribers to enroll in a competing product
           or service.

G.   REPRESENTATIONS, WARRANTIES AND COVENANTS

1.   Netgateway represents, warrants and covenants that (i.) the making of
     this Agreement does not violate any law, regulation or agreement to which
     it is a Party and that Netgateway has the authority to enter into this
     Agreement and to perform its obligations hereunder; (ii.) Netgateway has
     the right to grant the rights and licenses contemplated by this Agreement,
     without the need for any licenses, releases, consents, approvals or
     immunities not yet granted; (iii.) the content contained on the Netgateway
     Web Pages which is generated and/or provided by Netgateway will be of
     standards equivalent to that on the then current XOOM.com Membership Sites;
     (iv.) the content provided by, or approved by, Netgateway to be displayed
     on the Netgateway Web Pages (including all trademarks, tradenames and/or
     other intellectual property rights) and the reproduction, distribution and
     other use thereof as contemplated by this Agreement do not and will not
     infringe or misappropriate any patent, copyright, trademark, trade secret,
     publicity, privacy or other rights of any third person, and are not and
     will not be defamatory or obscene; and (v.) the representations, warranties
     and covenants herein shall survive the expiration and/or termination of
     this Agreement.

2.   XOOM.com represents, warrants and covenants that (i.) the making of this
     Agreement does not violate any law, regulation or agreement to which it is
     a party and that XOOM.com has the authority to enter into this Agreement
     and to perform its obligations hereunder; (ii.) XOOM.com has the sole and
     exclusive right to grant the rights and licenses contemplated by this
     Agreement, without the need for any licenses, releases, consents, approvals
     or immunities not yet granted; (iii.) the content contained on the XOOM.com
     Membership Sites which is generated and/or provided by XOOM.com will be of
     the same high standards as the content on the current main XOOM.com site
     and services; (iv.) the content provided by, or approved by, XOOM.com to be
     displayed on the Netgateway Web Pages or otherwise on the XOOM.com
     Membership Sites (including all trademarks, trade names and/or other
     intellectual property rights) and the reproduction, distribution and other
     use thereof as contemplated by this


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<PAGE>

     Agreement do not and will not infringe or misappropriate any patent,
     copyright, trademark, trade secret, publicity, privacy or other rights of
     any third person, and are not and will not be defamatory or obscene; and
     (v.) the representations, warranties and covenants herein shall survive the
     expiration and/or termination of this Agreement.

H.   CONFIDENTIALITY

1.   Non-Disclosure Agreement. The Parties agree and acknowledge that as a
     result of negotiating, entering into and performing this Agreement, each
     Party has and will have access to certain of the other Party's Confidential
     Information (defined below). Confidential Information shall include
     Subscriber Information and End-Customer Data. Each Party also understands
     and agrees that misuse and/or disclosure of that information could
     adversely effect the other Party's business. Accordingly, the Parties agree
     that during the term of this Agreement, each Party shall use the other
     Party's Confidential Information only for purposes of this Agreement and
     only to the extent necessary for such purpose and shall restrict disclosure
     of the other Party's Confidential Information to its employees, consultants
     or independent contractors with a need to know and shall not disclose the
     other Party's Confidential Information to any third party without the prior
     written approval of the other Party. Notwithstanding the foregoing, it
     shall not be a breach of this Agreement for either Party to disclose
     Confidential Information of the other Party if required to do so under law
     or in a judicial or other governmental investigation or proceeding,
     provided the other Party has been given as timely prior written notice of
     such request for disclosure as is possible, giving such Party a reasonable
     opportunity to defend such request for disclosure. The recipient of a
     demand for disclosure shall cooperate with the Party whose Confidential
     Information is being sought as is reasonably necessary.

2.   Confidential Information Defined. As used in this Agreement, the term
     "Confidential Information" only refers to information marked as
     confidential at the time of disclosure, including: (i.) each Party's trade
     secrets, business plans, strategies, methods and/or practices and other
     information relating to either Party that is not generally known to the
     public, including information about either Party's personnel, products,
     customers, marketing strategies, services or future business plans.
     Confidential Information shall include Subscriber Information and
     End-Customer Data. The terms and conditions contained in this Agreement
     shall be considered "Confidential Information". Notwithstanding the
     foregoing, the term Confidential Information specifically excludes (i.)
     information that is now in the public domain or subsequently enters the
     public domain by publication or otherwise through no action or fault of the
     receiving Party; (ii.) information that the receiving Party receives from
     any third party without restriction on disclosure or use known to such
     Party; (iii.) information which was lawfully in the receiving Party's
     possession prior to the time Netgateway and XOOM.com entered into
     discussions regarding this Agreement; and (iv.) information independently
     developed by the receiving Party's employees, consultants or agents; and
     v.) information that was previously known to the receiving party prior to
     receipt from the disclosing Party.


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<PAGE>

I.   EXCLUSIVITY

     During the term of this Agreement, Netgateway will be the sole and
     exclusive provider of services and products described in Exhibit A to
     XOOM.com and its Members. After termination or expiration of this
     Agreement, XOOM.com agrees to not itself solicit, nor to assist, nor to
     allow solicitation of active Subscribers by any third parties for any
     program competitive to the Programs.

J.   TERM AND TERMINATION

     This Agreement shall remain in effect for a period of one (1) year from
     the Effective Date (the "Initial Term"). Thereafter, this Agreement
     will automatically renew for additional consecutive one (1) year terms
     ("Renewal Terms") unless a written notice of intent to terminate is
     given to either Party by the other Party ninety (90) days prior to
     expiration of the then current term. The term of this Agreement includes
     the Initial Term and any Renewal Terms. Sections E, G, H, J, K, L, O and
     P shall survive the termination of this Agreement.

     Notwithstanding anything else to the contrary in this Agreement, if at
     any time during its term either XOOM.com or Netgateway breaches its
     obligations or responsibilities under this Agreement, the non-breaching
     Party may deliver to the breaching Party written notice of its intent to
     terminate this Agreement setting forth the nature of the breach.
     Termination will be effective thirty (30) days after acknowledged delivery
     of the termination notice to the breaching Party unless the breach is cured
     within such thirty (30) day period.

     Either party may terminate this Agreement: (1) if the other party files
     a petition for bankruptcy, becomes insolvent, or makes an assignment for
     the benefit of its creditors, or a receiver is appointed for the other
     party or its business; (2) upon the occurrence of a material breach of a
     material provision of this Agreement by the other party if such breach is
     not remedied within thirty (30) days after written notice is received by
     the breaching party identifying the matter constituting the material
     breach; (3) by mutual consent of the parties.

     In the event of termination, XOOM.com and Netgateway will continue to
     offer those Subscribers enrolled prior to the effective date of termination
     continuing access to benefits in any Program or any mutually developed
     program in which they are enrolled. Netgateway will continue billing
     Subscribers for Program memberships after termination, absent cancellation
     by the Subscriber or Netgateway, and XOOM.com will continue to receive
     commissions on Program subscriptions billed, as provided for in this
     Agreement in item (C)(4.)(a.), for a period of two (2) years after the
     termination or expiration of this Agreement.

K.   INDEMNIFICATION

1.   Netgateway's Indemnification. Netgateway hereby agrees to indemnify
     XOOM.com, its officers, directors, employees and servants against any claim
     and


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<PAGE>


       hold all of the foregoing harmless from any liabilities, penalties,
       damages, costs, reasonable attorneys' fees or other expenses of any
       nature whatsoever excluding consequential damages, resulting from
       (i.) claims with respect to Netgateway Programs marketed by XOOM.com,
       (ii.) any claim that any content of Netgateway's Web pages provided
       by Netgateway, for use on the XOOM.com Membership Sites (including
       without limitation logos, domain name and/or trademark) infringes any
       third party proprietary rights, or otherwise subjects XOOM.com to
       liability to any third party with respect to the copy contained
       therein and/or (iii.) any claim from its or its agents performance or
       failure to perform its obligations under the terms and conditions of
       this Agreement.

2.     XOOM.com's Indemnification. XOOM.com shall indemnify Netgateway, its
       officers, directors, employees and servants against any claim and hold
       all of the foregoing harmless from any liabilities, penalties,
       damages, costs, reasonable attorney's fees or other expenses of any
       nature whatsoever excluding consequential damages resulting from (i)
       any claim that any aspect of the content of XOOM.com's Membership
       Sites, including the Netgateway Web pages, which was provided by
       XOOM.com, in conjunction with the XOOM.com Membership Sites infringes
       any U.S. patent, copyright, license, trade secret (including without
       limitation logos, domain name and/or trademark) or infringes any third
       party proprietary rights, or otherwise subjects Netgateway to
       liability to any third party and/or (iii.) any claim resulting from its
       or its agents performance or failure to perform its obligations under the
       terms and conditions of this Agreement (iv) any claims arising out of
       the Subscriber Information or End Customer Data by or through
       XOOM.com (v) any claim arising out of the XOOM.com Web site or
       business operations (vi) any claim arising out of misrepresentation of
       the Netgateway products or services by XOOM.com.

3.     Within five (5) business days after receipt by a Party of a notice of
       any demand, claim or circumstances which, with the lapse of time or
       otherwise, would or might give rise to a claim or the commencement (or
       threatened commencement) of any action, proceeding or investigation
       (an "Asserted Liability") that may result in any claim for which a
       Party is entitled to indemnification under this Agreement (a "Claim"),
       the Party entitled to indemnification (the "Indemnified Party"), shall
       promptly give notice thereof (the "Claims Notice") to the Party
       obligated to provide indemnification pursuant to this Agreement (the
       "Indemnifying Party"); provided however, that the failure of any
       Indemnified Party to give notice as provided herein shall not relieve
       the Indemnifying Party of its obligations under Section K. (1) or (2)
       hereof, except to the extent that the Indemnifying Party is actually
       prejudiced by such failure to give notice.  The Claims Notice shall
       describe the Asserted Liability in reasonable detail, and shall
       indicate the amount (estimated, if necessary and to the extent
       feasible) of the Claim that has been or may be suffered by the
       Indemnified Party.

       (i.)   The Indemnifying Party may elect to compromise or defend, at
              its own expense and by its own counsel, any Asserted Liability.
              If the Indemnifying Party elects to compromise or defend such
              Asserted Liability, it shall within thirty (30) days (or sooner,
              if the nature of the


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<PAGE>


              Asserted Liability so requires) notify the Indemnified Party of
              its intent to do so, and the Indemnified Party shall reasonably
              cooperate, at the sole expense of the Indemnifying Party, in the
              compromise of, or defense against, such Asserted Liability.

       (ii.)  If the Indemnifying Party elects not to compromise or defend
              the Asserted Liability, fails to notify the Indemnified Party
              of its election as herein provided or contests its obligations
              to indemnify under this Agreement, the Indemnified Party may
              itself pay, compromise or defend such Asserted Liability and
              notify in writing the Indemnifying Party of its election to do
              so, at the expense of the Indemnifying Party (if the
              Indemnifying party is found obligated to indemnify the
              Indemnified Party with respect to the Claim).

       (iii.) Subject to the limitations contained in Subparagraph 3(ii)
              below (on the obligations of the Indemnifying Party in respect to
              proposed settlements), the Indemnified Party shall have the
              right to employ its own counsel with respect to any Asserted
              Liability, but the fees and expenses of such counsel shall be at
              the expense of such Indemnified Party unless (1) the employment
              of such counsel shall have been authorized and agreed to in
              writing by the Indemnifying Party in connection with the defense
              of such action, or (2) such Indemnifying Party shall not have,
              as provided above, promptly employed counsel to take charge of
              the defense of such action, or (3) the Indemnified Party shall
              have reasonably concluded based on an opinion of its counsel
              and agreed to by counsel for the Indemnifying Party, if any,
              that there may be one or more legal defenses available to it
              which are different from or additional to those available to such
              Indemnifying Party, in any of which events such reasonable fees
              and expenses shall be borne by the Indemnifying Party and
              the Indemnifying Party shall not have the right to direct the
              defense of such action on behalf of the Indemnified Party in
              respect of such different or additional defenses.

       (iv.)  If the Indemnifying Party chooses to defend any Claim, the
              Indemnified Party shall make available to the Indemnifying
              Party any books, records or other documents within its control
              that are reasonably necessary or appropriate for such defense.
              If the Indemnifying Party elects not to assume the defense of a
              Claim, it will not be obligated to pay the fees and expenses of
              more than one counsel for all Indemnified Parties with respect to
              such Claim, unless in the reasonable judgment of an Indemnified
              Party, and in the opinion of such Indemnified Party's counsel and
              agreed to by counsel for the Indemnifying Party, if any, a
              conflict of interest may exist between such Indemnified Party and
              any other of such Indemnified Parties with respect to such Claim,
              in which event the Indemnifying Party shall be obligated to pay
              the fees and expenses of such additional counsel or counsels.


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<PAGE>


       (v.)   Notwithstanding the provisions of Subparagraph 3(iv.) above,
              neither the Indemnifying Party nor the Indemnified Party may
              settle or compromise any Claim for which indemnification has
              been sought and is available hereunder, over the objection of
              the other; provided, however, that consent to settlement or
              compromise shall not be unreasonably withheld or delayed.  If,
              however, the Indemnified Party refuses to consent to a bona
              fide offer of settlement which the Indemnifying Party wishes to
              accept, the Indemnified Party may continue to pursue such
              matter, free of any participation by the Indemnifying Party, at
              the sole expense of the Indemnified Party.  In such event, the
              obligation of the Indemnifying Party to the Indemnified Party
              shall be equal to the lesser of (i.) the amount of the offer of
              settlement which the Indemnified Party refused to accept plus
              the costs and expenses of the Indemnified Party prior to the
              date the Indemnifying Party notified the Indemnified Party of
              the offer of settlement, or (ii.) the actual out-of-pocket
              amount the Indemnified Party is obligated to pay as a result of
              the Indemnified Party's continuing to pursue such matter.  No
              Party will be required to consent to entry of any judgment or
              enter into any settlement which does not include as an
              unconditional term thereof the giving by the claimant or plaintiff
              to such Party of a release from all liability in respect to the
              Claim.

4.     Where a claim for indemnification is made by Netgateway pursuant to
       Section K.(2), or where one is reasonably likely to occur in
       XOOM.com's opinion, XOOM.com may with prior written notice to
       Netgateway, (i.) replace some portion of the offending content with
       non-infringing and reasonably comparable non-offending content, (ii.)
       obtain a license to use or request Netgateway to promptly obtain a
       license to use any infringing property, and/or (iii.) if the foregoing
       options are not reasonably available in XOOM.com's reasonable opinion,
       terminate this Agreement upon ninety (90) days prior written notice to
       Netgateway.

5.     Where a claim for indemnification is made by XOOM.com pursuant to
       Section K.(1), or where one is reasonably likely to occur in
       Netgateway's opinion, Netgateway may with prior written notice to
       XOOM.com, (i.) replace some portion of the offending content with
       non-infringing and reasonably comparable non-offending content, (ii.)
       obtain a license to use or request XOOM.com to promptly obtain a
       license to use any infringing property, and/or (iii.) if the foregoing
       options are not reasonably available in Netgateway's reasonable
       opinion, terminate the Agreement upon ninety (90) days prior written
       notice to XOOM.com.

L.     INTELLECTUAL PROPERTY

       XOOM.com acknowledges Netgateway's proprietary interest in and
       ownership of all intellectual property associated with Netgateway's
       Programs and Services, including, but not limited to copy, copyrights,
       tradenames, servicemarks, brands and trademarks hereinafter
       ("Intellectual Property").


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<PAGE>

     Neither Party shall use any of the other Party's copy, copyrighted
     materials, tradenames, servicemarks, brands or trademarks without
     the prior written consent of the other Party. It is expressly
     understood by each Party that Intellectual Property is proprietary
     to the owning Party and that nothing in this Agreement constitutes
     the grant of a general license for one Party to use the Intellectual
     Property of the other Party.

     Upon termination of this Agreement, any and all rights or privileges
     of either Party to use the other Party's Intellectual Property shall
     expire, and each Party shall discontinue the use of the other's
     Intellectual Property in connection with any business conducted unless
     otherwise provided for in writing and signed by authorized
     representatives of both Parties.

M.   TRANSFERABILITY

     This Agreement may be assigned by either Party, in whole or in part with
     notice and the written consent of the other Party, to (i.) an Affiliate
     which is defined as a subsidiary or related corporate entity whose voting
     stock is controlled by a Party hereto, or (ii.) a third party which
     acquires all or substantially all of such Party's assets and has the
     capability to perform all of the obligations of the assigning Party
     under the terms and conditions of this Agreement. A permitted assignment
     by a Party hereunder will not relieve such Party from obligations under
     the terms of this Agreement.

N.   AUDIT OF RECORDS

     Netgateway agrees to maintain adequate books and records relating to
     sales of the Programs. Such books and records shall be available at their
     place of business for inspection by XOOM.com or its representative, for
     the purpose of determining whether the correct amounts have been paid in
     accordance with the terms of this Agreement. In the event that XOOM.com
     or its representatives shall examine the records, documents, and
     materials in the possession or under the control of Netgateway with
     respect to the subject matter, such examination should be conducted in
     such manner as to not unduly interfere with the business of Netgateway
     and such examination should be made after reasonable prior written notice
     and during business hours. XOOM.com and its representatives shall not
     disclose to any other person, firm or corporation any information
     acquired as a result of any such examination, provided, however, that
     nothing herein contained shall be construed to prevent XOOM.com and/or
     its duly authorized representatives from testifying in any court of
     competent jurisdiction with respect to the information obtained as a
     result of such examination, in any action instituted to enforce the
     rights of either Party under the terms of this Agreement. XOOM.com shall
     have the right to have such books and records audited by its
     independent certified public accountant, upon thirty (30) days' advance
     notice, but no such audit may be conducted more than once in any [twelve
     (12) month] period. In the event that such an examination finds an
     underpayment/overpayment in excess of the greater of [5%] of the total
     amount or [$25,000] the Parties shall attempt to resolve the discrepancy
     within a [thirty (30)]

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<PAGE>

     day period following the delivery of a written report by the XOOM.com's
     auditors setting forth the alleged discrepancy, and, if the Parties are
     unable to resolve the discrepancy, the dispute shall be resolved by an
     independent third party certified public accountant selected by the
     Parties' respective certified public accountants, and the decision of
     such third party shall be final and binding upon the Parties. Timely
     adjustment shall be made to correct for any underpayments/overpayments
     disclosed by such examination. If the result of the foregoing procedure
     finds an adjustment of more than $25,000 during a twelve (12) month
     period due to XOOM.com, Netgateway shall pay the reasonable costs  of
     such audit. All amounts finally determined due to XOOM.com, including
     payment of auditing fees hereunder, shall be payable to XOOM.com and are
     due within five (5) business days.

O.   LIMITATION OF LIABILITY

1.   XOOM.com shall not be liable to Netgateway for any damage arising from
     or related to technical defects in or failure of the XOOM.com Membership
     Sites, or for any indirect, consequential or punitive damages arising out
     of or in connection with this Agreement or the transfer or use of the
     XOOM.com Membership Sites other than for damages arising from XOOM.com's
     gross negligence or willful misconduct; however, XOOM.com shall continue
     to remain responsible to indemnify Netgateway from third party claims
     arising in connection with the above and for Claims pursuant to the
     provisions of Section K.

2.   Netgateway shall not be liable to XOOM.com for any damage arising from or
     related to defects in or failure of any Program, or for any indirect,
     consequential or punitive damages arising out of or in connection with
     this Agreement, including the offering of Programs, or the development
     and use of the Netgateway Web Pages, other than for damages arising from
     Netgateway's gross negligence or willful misconduct; however, Netgateway
     shall continue to remain responsible to indemnify XOOM.com from third
     party claims arising in connection with the above and for Claims pursuant
     to the provisions of Section K.

P.   MISCELLANEOUS

1.   Force Majeure. Neither Party shall be liable for any damages or have the
     right to terminate the Agreement for any delay or default in performing
     this Agreement if such delay or default is caused by conditions beyond
     its control, including, but not limited to, acts of God, government
     restrictions, wars, insurrections, strikes, floods or work stoppages;
     provided however, that if such delay or default shall exceed thirty (30)
     days, then the Party not delaying or defaulting may, so long as the
     delay or default continues beyond such thirty (30) day period, terminate
     this Agreement. All amounts due one Party to the other shall be
     reconciled and remitted, determined as of the effective termination
     date, within ten (10) business days from the end of this thirty (30) day
     period. The Party affected by the conditions beyond its control, shall
     keep the other Party fully informed on an ongoing basis concerning the
     matters causing the delay or default, and the prospects

                                      11

<PAGE>

     of their ending. The foregoing shall not apply to any failure to comply
     with any legal requirements applicable under the terms of this Agreement.

2.   Entire Agreement. This Agreement, including Exhibits A and B referred to
     herein, contains the entire agreement of the Parties and shall not be
     varied, revised, modified, amended or supplemented, except in writing of
     subsequent or even date, executed by each of the Parties.

3.   Section Headings. Section Headings are for convenience only and are not
     a part of this Agreement.

4.   Enforceability. If any part of this Agreement shall be held to be
     unenforceable, the remainder of this Agreement will nevertheless remain
     in full force and effect.

5.   Counterparts. This Agreement may be executed in one or more counterparts
     which, taken together, shall constitute one and the same agreement, and
     either Party may execute this Agreement by signing such counterpart.

6.   Public Announcement

     No press release, public announcement, confirmation or other information
     regarding this Agreement or the contents hereof or thereof shall be made
     by any Party without the prior written consent of the other Party, which
     consent shall not by unreasonably withheld. It is agreed and understood
     that the Parties shall work together to prepare any such press release
     or public announcement. Both parties agree to publicly announce the
     general terms of the relationship between the Parties and the launch of
     the Program and Services contemplated herein. The foregoing
     notwithstanding, if a Party is required pursuant to applicable securities
     laws to make such an announcement or press release, the Party shall
     furnish the other Party with the text of such public announcement or
     press release sufficiently in advance of such public announcement or
     press release as to afford the receiving Party a reasonable opportunity
     to review such public announcement or press release, and to the extent
     consistent with its legal disclosure obligations, modify such public
     announcement or press release as reasonably requested by the other Party.

     No Agency. Nothing in this Agreement shall be construed to constitute or
     appoint either Party as the agent or representative of the other Party
     for any purpose whatsoever, or to grant to either Party any rights or
     authority to assume or create any obligation or responsibility, express
     or implied, for or on behalf of or in the name of the other, or to bind
     the other in any way or manner whatsoever. Nothing herein shall be deemed
     to create a joint venture or partnership between the Parties.

Q.   NOTICES

     All notices under this Agreement shall be sent i.) by the U.S. mail with
     proper postage affixed, or ii.) by a nationally recognized overnight mail
     service, or iii.)

                                       12


<PAGE>

      by facsimile acknowledged as transmitted followed by an original copy
      forwarded by overnight mail to the Parties at the addresses below:

      Netgateway, Inc.:                     300 Oceangate, Suite 500
                                            Long Beach, CA 90802

      ATTN:                                 Donald M. Corliss, Jr.

      XOOM.com, Inc.:                       300 Montgomery Street
                                            Third Floor
                                            San Francisco, CA 94104

      ATTN:                                 Laurent Massa, CEO

R.    GOVERNING LAW

      This Agreement shall be subject to, governed by and construed under the
      laws of the State of California without giving effect to the principles of
      conflict of laws.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day
and year first above written.

NETGATEWAY, INC.                             XOOM.COM, INC.

BY: /s/ DONALD M. CORLISS, JR.               BY: /s/ JANINE POPICK
   -------------------------------              -----------------------------

PRINT NAME: DONALD M. CORLISS, JR.           PRINT NAME: JANINE POPICK
           -----------------------                      ---------------------

ITS: PRESIDENT                               ITS: VP-EC
    ------------------------------               ----------------------------

DATE: 3/8/99                                 DATE:  3/4/99
     -----------------------------                ---------------------------


                                      13

<PAGE>

                                   EXHIBIT A
                                      TO
                                   AGREEMENT
                                    BETWEEN
                                 XOOM.COM, INC.
                                      AND
                                   NETGATEWAY

PROGRAM TO BE PRIVATE LABELED FOR XOOM.COM:
The StoresOnline Internet storefront building and hosting product and
service.  This product and service provides online storefront creation and
maintenance, full eCommerce features, and 24/7 help desk support, plus any
features and/or benefits that shall be added to the StoresOnline
product/service during the term of this Agreement.


       1)  A modified version of the Program shall be created for XOOM.com,
           the "Free Program":
           a)  Made available for free to XOOM.com Members.
           b)  Will accommodate a maximum of three (3) Subscriber products.
           c)  Will include online (Internet) based customer service and
               support only.
           d)  Shall include all necessary and appropriate prior disclosure
               regarding the collection and use of end-customer data in the
               Terms of Service and in the end-customer point of sale.
               -  There will NOT be an opportunity, for either the
                  Subscriber or the end-customer, to decline this collection
                  and use of end-customer data.


       2)  A full version of the Program shall be created for XOOM.com, the
           "Paid Program":
           a)  To be offered for a U.S. [**REDACTED**] monthly subscription
               fee.
           b)  Shall include all features, benefits, and options currently
               available and any added in the future in the StoresOnline
               service.
           c)  Will include full customer service and support.
           d)  Shall include all necessary and appropriate prior disclosure
               regarding the collection and use of end-customer data in the
               Subscriber Terms of Service and in the end-customer point of
               sale.
               -  There will be an opportunity for the end-customer to
                  decline collection and use of end-customer data in the point
                  of sale area only.


       3)  Full Set Up Service
           Netgateway offers a service whereby it will design and construct
           Netgateway Subscriber World Wide Web storefronts for a fee of U.S.
           [**REDACTED**] This is a service above and separate from the
           modified version of the Program and the full version of the Program.


       4)  Storefront "Mall" (actual name to be determined by XOOM.com)
           a)  Netgateway will create, manage and host a XOOM.com private
               labeled version of its standard online "mall".


                                      14

<PAGE>


           b)  The "mall" shall feature XOOM.com Subscriber Web storefronts
               as well as other parties' Subscriber Web storefronts from its
               storefront "Mall Network."
           c)  XOOM.com's Subscriber Web storefronts shall be included in the
               "Mall Network" and may appear in other parties' private labeled
               or cobranded "malls."
           d)  The "mall" will include an appropriate URL (as agreed upon by
               both Parties).
           e)  The "mall" will feature advertising of various third party
               advertisers and sponsors recruited by Netgateway.
           f)  The "mall" shall include an appropriate search engine, commerce
               functionality, banner and other appropriate advertising space,
               and such other features as the Parties mutually agree.
           g)  Netgateway has the right to display its logos and appropriate
               "Powered By" language on the "mall."
           h)  Netgateway may, at its discretion, choose to include or not
               include XOOM.com's NONPAYING Subscriber Web storefronts in the
               XOOM.com branded "mall" and/or in the "Mall Network" made
               available to third party "malls" by Netgateway.


                                      15

<PAGE>

                                   EXHIBIT B
                                      TO
                                   AGREEMENT
                                    BETWEEN
                                 XOOM.COM, INC.
                                      AND
                                   NETGATEWAY

                              CERTAIN DEFINITIONS

-  The XOOM.com Membership Sites shall mean all Web sites and sell pages
   hosted by XOOM.com.
-  XOOM.com Web site(s) shall mean all XOOM.com Membership Sites
-  The Netgateway Web Pages shall be the specific Web site and "sell" pages
   (located within the XOOM.com Membership Sites and other areas) hosted by
   XOOM.com and featuring Netgateway Programs.
-  Members shall mean XOOM.com registered Members including, but not limited
   those individuals making visits to XOOM.com Web sites and those individuals
   who have previously purchased products and programs on the XOOM.com Web site.
-  Subscribers shall mean individuals who subscribe or shall subscribe to any
   of the Programs as promoted by XOOM.com.


                                      16