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Services Agreement - Alloy Designs Inc. and iName

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[iName LOGO]                                                        CONFIDENTIAL

                      Agreement between Alloy Designs, Inc.
                    and iName, a Division of GlobeComm, Inc.

Agreement made this 19th day of June, 1998 ("Effective Date") by and between
Alloy ("Alloy"), a Delaware corporation with a principal place of business at
115 W. 30th St., Suite 304, New York, NY 10001and iName, a division of
GlobeComm, Inc., a Delaware corporation having its principal place of business
at 11 Broadway, Suite 660, New York, NY 10004 ("iName").

1.0      TERM

         1.1      TERM. The Term of this Agreement shall be for a period of six
                  (6) months commencing on the Effective Date, with automatic
                  successive six (6) month renewals. Either party may cancel
                  this Agreement with written notice thirty (30) days prior to
                  the start of any new term.

         1.2      CONTINUATION OF SERVICE. In the event this Agreement expires
                  or terminates, iName will continue to provide support services
                  for individuals who have registered for Alloy's
                  e-mail service ("Users") during a 60-day transitionary period,
                  unless a shorter transitionary period is mutually agreed upon.
                  During such transitionary period iName shall transfer all User
                  data to Alloy or a third party chosen by Alloy to enable Alloy
                  or such third party to continue providing comparable email
                  service to these Users.


         2.1.     EMAIL TRANSFER: iName will receive and incorporate all Alloy
                  existing Users' email addresses and passwords and all Inbox
                  mail from such Users.

         2.2.     DESIGN AND OPERATION OF EMAIL SITE. iName shall design with
                  Alloy's input and final approval a fully co-branded web site
                  offering email services ("Email Site") for Alloy which shall
                  have the "look and feel" of the Alloyonline(TM) Web Site
                  ("Alloy Site") with the appropriate iName logo, trademark and
                  copyright notices. The Email Site shall be hosted on iName's
                  servers and shall integrate with the Alloy Site such that
                  Internet users signing up for email services at the Email Site
                  ("Users") will be able to seamlessly travel between the Alloy
                  Site and the Email Site.

         2.3.     INFRASTRUCTURE. The Email Site shall be hosted on iName's
                  state-of-the-art fully redundant, multi-homed server network.

         2.4.     EMAIL SITE FEATURES. The Email Site shall have: i) a
                  fully-automated registration area where Users can sign-up for
                  web-based email services; ii) a log-in portal where Users can
                  access their accounts; iii) personalized web mail box
                  accounts; iv) an automated email customization center allowing
                  Users flexibility to modify personal information and customize
                  their email functionality at any time; v) an automated
                  customer support center; and vi) an area where Users can
                  sign-up for additional value-added email services. The Alloy
                  Site navigation bar will appear

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[iName LOGO]                                                        CONFIDENTIAL

                  throughout the Email Site enabling Users to access the Alloy
                  Site from their web mail box and other sections of the Email

         2.5.     EMAIL SERVICES. Users will have access to web-based email upon
                  signup, allowing them to send and receive email from the Email

         2.6.     VALUE-ADDED SERVICES. Users shall have the option of
                  purchasing or subscribing to additional value-added email
                  services as soon as they are available to other users in the
                  iName partner network including, but not limited to, email
                  forwarding, POP email services, email to fax, email to pager,
                  email virus scanning, email vacation notices, and language

         2.7.     EMAIL ADDRESS. Users will be able to signup for an email
                  address at the domain name

         2.8.     CONTRACTUAL RESPONSIBILITY. iName shall enter into contractual
                  relationships with Users for the provision of Email Services.
                  iName shall be solely responsible for the billing and
                  collection of revenues relating to Email Services. iName shall
                  ensure in its terms and conditions that Users understand that
                  iName, and not Alloy, is responsible for all obligations with
                  respect to the support of Email Services. To the extent that
                  Alloy subsequently assumes responsibility for operating the
                  service Alloy will assume contractual obligation for the Users
                  future email services and indemnify iName in a manner similar
                  to iName's indemnification herein for faults occurring while
                  Alloy or its designated party is running the service.

         2.9.     LOGIN PORTAL. iName will provide an email login portal to
                  Alloy that Alloy can place on the pages of the Alloy Site.

         2.10.    ACCEPTABLE USE POLICY. iName will strictly enforce the
                  Acceptable Use Policy contained in the iName Service Agreement
                  which prohibits the sending of unsolicited or harassing

         2.11.    CUSTOMER SUPPORT. iName, and not Alloy, shall be solely
                  responsible for providing support services to Users. Support
                  services shall include, but are not limited to:

                  ONLINE SUPPORT: iName shall maintain up-to-date support
                  information at the Email Site and offer Users automated
                  support technology including but not limited to personalized
                  email client setup screens and an automatic password
                  generation facility.

                  TELEPHONE SUPPORT: iName shall provide telephone customer
                  support during iName's normal business hours.

                  EMAIL SUPPORT: iName shall provide customer support via email
                  seven days per week.

         2.12.    USERREGISTRATION DATA. iName shall provide Alloy via email
                  with its choice of weekly or daily real-time reports
                  containing registration data for all Users who sign-up for
                  service at the Email Site. Such data transfer typically takes
                  2 - 4

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[iName LOGO]                                                        CONFIDENTIAL

                  weeks to implement from the launch date but once implemented
                  all historic data will be transferred along with the current
                  ongoing data. iName shall not sell or otherwise provide User
                  contact information or data specifically identifying any User
                  to any third party without the express written permission of

         2.13.    PRIVACY. iName shall not monitor or disclose the contents of
                  Users' private communications unless required to do so by law
                  or in the good faith belief that such action is necessary to
                  protect and defend iName's rights or property, or under
                  exigent circumstances to protect the personal safety of its
                  customers or the public.


         3.1      LINKS. Alloy shall place on the Alloy Site a prominent link to
                  the Email Site including but not limited to an email log-in
                  portal on the home page "above the fold" and a "Free Email"
                  button on the Alloy Site navigation bar.

4.0      ECONOMICS

         4.1      SET-UP FEE. In consideration for iName building the Email
                  Site, Alloy shall pay iName a set-up fee of [       ]* dollars
                  ($[    ]*) following launch of the Email Site.

         4.2      NET ADVERTISING FEES. iName shall be responsible for the sale
                  of the banner inventory at the Email Site. At Alloy's option,
                  it can elect to assume responsibility for selling the banner
                  advertising inventory. If it makes such election it will allow
                  iName to complete ad programs previously sold prior to such
                  date. If excess banner advertising inventory remains, it shall
                  be used to promote the Email Site and the Alloy Site in
                  similar proportion. In addition, either party may sell
                  non-banner advertising or sponsorships on the Email Site,
                  provided that all such other advertising or sponsorships shall
                  be subject to the approval of the other party, which shall not
                  be unreasonable withheld. "Net Advertising Fees" shall be
                  defined as the gross amounts actually collected by either
                  iName or Alloy for the sale of advertising, minus the amount
                  of sales and agency commissions (not to exceed [ ]*%), credits
                  and refunds. Subject to Section 4.4, all Net Advertising Fees
                  shall be calculated monthly and split [   ]* between iName and
                  Alloy. The shared Net Advertising Fees and Net Advertising
                  Fees receivable shall be reported by the collecting party to
                  the non-collecting party 30 days following the end of each
                  month. Net Advertising Fees will be paid to the non-collecting
                  party within 30 days at the end of each quarter.

         4.3      NET SERVICES REVENUE. In addition to sharing Net Advertising
                  Fees [   ]*, iName will split [   ]* with Alloy all Net
                  Services Revenue iName collects from the Email Site Subject to
                  Section 4.4. "Net Services Revenue" is defined as revenue
                  collected from the sale of Value-Added Email Services and any
                  other services at the Email Site by iName, less any User
                  credits or refunds and any iName direct out-of-pocket costs to
                  unaffiliated third parties in connection with such services.
                  Net Services Revenue shall be calculated monthly and paid 30
                  days following the end of each month.

         4.4      ALLOY PAYMENTS. Alloy will pay to iName a monthly fee of 
                  [   ]* dollars ($[   ]*) for operating the Email Site. All Net
                  Advertising Fees and Net Services

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[iName LOGO]                                                        CONFIDENTIAL

                  Revenue generated in a month up to $[    ]* will first be paid
                  to Alloy as reimbursement for the monthly fee. Any amounts 

                  over and above $[   ]* generated in a month will be split 
                  [   ]* between iName and Alloy as described in Sections 4.2 
                  and 4.3. Alloy's payments to iName will be due on a quarterly
                  basis on the 15th day of the second month of the quarter and
                  will cover the three months of the quarter.

         4.5      PAYMENTS. All payments due shall be made 30 days after the end
                  of each month during the Term for payments accrued during such
                  month. With all payments, the paying party shall provide the
                  recipient party with reports containing information reasonably
                  satisfactory to the recipient to verify the paying party's
                  compliance with the provisions of this Section 4.0.

         4.6      RIGHT TO AUDIT. The parties agree to allow each other to
                  perform audits of its records to determine compliance with its
                  obligations pursuant to this Section 4.0, provided that the
                  individual conducting the audit and the party requesting the
                  audit agree not to disclose any confidential information
                  revealed in the course of the audit. Any audit shall be
                  conducted during regular business hours at the offices of the
                  party being audited and shall not unreasonably interfere with
                  its business activities. Audits may be performed no more
                  frequently than twice per year and the party requesting the
                  audit shall give the other at least thirty (30) days' prior
                  written notice of each audit.

5.0      GENERAL

         5.1      INDEMNIFICATION. iName shall defend, hold harmless, and
                  indemnify Alloy from any claims, losses, and expenses,
                  including reasonable attorney's fees, arising out of iName's
                  failure to comply with its obligations under this Agreement,
                  provided that Alloy promptly notifies iName of any iName
                  failures of which Alloy has knowledge. iName shall not be
                  responsible hereunder for costs, expenses, or settlements
                  incurred directly by Alloy after obtaining knowledge of
                  iName's failure and before notifying iName of same and giving
                  iName reasonable time to correct such failures where
                  reasonably feasible.

         5.2      USER DATA OWNERSHIP. iName agrees that all User information
                  obtained through the Email site, which shall include, but not
                  be limited to, User Name, User address, and other User
                  demographic information ("User Data"), is and shall remain
                  the sole and exclusive property of Alloy, and as such iName
                  will not use or disclose the User Data without the express
                  written permission of Alloy for any purpose, including but
                  not limited to developing and/or improving any service to any
                  marketer primarily serving the teen market, including but
                  not limited to Wet Seal/Contempo Casuals, Claire's Stores
                  (Just Nikki), Delia's, Fulcrum Direct (Zoe), HMB Publishing
                  (Moxiegirl), Airshop, or Girlfriends L. A. 
                  In the event this Agreement expires or terminates iName will
                  transfer to Alloy or Alloy's designated third party all User
                  Data in iName's possession at such time in accordance with the
                  process described in Section 1.2 of this Agreement. Upon
                  request from Alloy, iName will destroy any and all copies of
                  the User Data, provided that Alloy agrees to preserve its
                  record of such User Data for no less than four (4) years
                  following such destruction, and provide copies of any and all
                  such User Data to iName or a designated third party in the
                  event a need for such User Data arises out of legal
                  obligation. In the event that Alloy is unable to provide the
                  user Data as set forth due to its failure to preserve it,
                  Alloy shall be liable for any damages incurred by iName due to
                  it not being able to meet its legal obligations to produce the
                  User Data, and shall indemnify, defend and hold harmless iName
                  for any related claims or liability.

         5.3      EXCLUSIVITY. Both parties agree not to carry knowingly on any
                  web property under its control linking to the Email Site, nor
                  on the Email Site itself, any advertising in any form,
                  including but not limited to banners, portals, links, buttons,
                  sponsorship pages, or promotions, from the following email
                  service competitors of iName: Hotmail, WhoWhere, MailExcite,
                  YahooMail, ProntoMail, BigFoot, Netcenter Mail, NetAddress,
        , or Juno and from the following Alloy competitors
                  primarily serving the teen market: Wet Seal/Comptempo
                  Casuals, Claire's Stores (Just Nikki), Delia's, Fulcrum Direct
                  (Zoe), HMB Publishing (Moxiegirl), Airshop, or Girlfriends

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[iName LOGO]                                                        CONFIDENTIAL

                  Alloy shall have the right to terminate this agreement in its
                  sole discretion in the event that iName enters into an
                  agreement to provide e-mail services to and/or to develop
                  and/or to improve any service to the following Alloy
                  competitors primarily serving the teen market: Wet
                  Seal/Contempo Casuals, Claire's Stores (Just Nikki), Delia's,
                  Fulcrum Direct (Zoe), HMB Publishing (Moxiegirl), Airshop, or
                  Girlfiends L.A.
         5.4      ENTIRE AGREEMENT. This Agreement constitutes the entire
                  agreement, and supersedes any and all prior agreements between
                  the parties. The Agreement may be amended only by a writing
                  signed by both parties.

         5.5      EXECUTION BY FACSIMILE. An executed copy of this Agreement
                  transmitted via facsimile by the executing party and received
                  via facsimile by the other party shall have the same legal
                  force as an executed original version of this Agreement.

         5.6      NO AGENCY RELATIONSHIP. The relationship created by this
                  Agreement is that of independent contractor. Nothing in this
                  Agreement shall be construed to make either party the partner,
                  agent, employee or representative of the other or grant any
                  third party any rights hereunder. Neither party has authority
                  to make any warranties or incur any liabilities or obligations
                  on behalf of or binding on the other party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the Effective Date.


By:    /s/ Matt C. Diamond                  By:    /s/ Gary Millin
       -------------------                         ---------------

Name:  Matt C. Diamond                      Name:  Gary Millin

Title: President                            Title: President

Date:  8/28/98                              Date:  8/26/98

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