Advertising and Promotion Agreement - Yahoo! Inc. and Global Sports Interactive Inc.
EXECUTION COPY CONFIDENTIAL
YAHOO! INC.
ADVERTISING AND PROMOTION AGREEMENT
This Advertising and Promotion Agreement (this "Agreement") is entered into
---------
as of October 3, 1999 (the "Effective Date") between Yahoo! Inc., a Delaware
--------------
corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051
("Yahoo") and Global Sports Interactive, Inc., a Pennsylvania corporation with
-------
offices at 555 South Henderson Road, King of Prussia, PA 19406 ("Global
------
Sports").
WHEREAS, Yahoo is a global Internet media company that offers a network of
branded programming; and
WHEREAS, Global Sports facilitates the online sale of sports related
merchandise on behalf of the sporting goods retailers set forth on Exhibit F
---------
(the "Global Sports Retailers"); and
WHEREAS, Global Sports and the Global Sports Retailers will participate in
Yahoo's Remote Merchant Integration Program (as defined below); and
WHEREAS, the parties wish to enter into this Agreement where, subject to
the terms contained herein, Yahoo will provide certain marketing services to
promote the online sale of sports merchandise by Global Sports and the Global
Sports Retailers.
NOW THEREFORE, in consideration of the mutual promises contained herein,
the parties agree as follows:
1. Definitions.
-----------
The following terms are used in this Agreement with the respective meanings
set forth below:
"Barter Media" shall mean Yahoo's participation in certain mutually agreed
------------
upon point of purchase and traditional advertising conducted by or on behalf of
Global Sports and/or the Global Sports Retailers, as specified in Exhibit L
---------
attached hereto.
"Competitor" shall mean: (i) with respect to Yahoo, those entities
----------
identified in Section 10.6, and (ii) with respect to Global Sports, the Global
Sports Competitors.
"FTC Order" shall mean that certain "Decision and Consent Order" issued by
---------
the U.S. Federal Trade Commission on February 5, 1999 against GeoCities, Inc., a
California corporation acquired by Yahoo, attached hereto as Exhibit J and any
---------
and all subsequent or related official materials, regulations, laws judgements
or orders.
"Games" shall mean those sports contests between two Major League Baseball
-----
teams.
<PAGE>
EXECUTION COPY
"Global Sports Athlete Sponsorship" shall mean an advertising promotion
---------------------------------
conducted in accordance with Yahoo's standard Athlete Sponsorship terms and
conditions, including those set forth in Exhibit I.
---------
"Global Sports Banner" shall mean an advertising promotion substantially
--------------------
similar in form as that set forth on Exhibit B that: (a) promotes the online
---------
sale of Sports Merchandise, (b) has dimensions no larger than 468 pixels wide by
60 pixels high, (c) does not have "looped" animation, (d) does not have any
animation longer than six seconds, (e) has a file size of no greater than 15K,
and (f) will permit users to navigate directly to a Page on a Global Sports Site
dedicated to Sports Merchandise.
"Global Sports Banner Category Pages" shall mean those Pages within the
-----------------------------------
Global Sports Banner Categories identified on Exhibit A.
---------
"Global Sports Banner Keywords" shall mean those keywords identified as
-----------------------------
such on Exhibit A; provided that, Global Sports shall be permitted to substitute
---------
any such keyword for a comparable keyword subject to availability and Yahoo's
approval; and provided further that, Yahoo may substitute any Global Sports
Banner Keyword for a comparable keyword (based on projected Page Views) in the
event that it determines, in its sole discretion, that such substitution is
necessary to avoid liability for third-party claims relating to a Global Sports
Banner Keyword's use.
"Global Sports Banner Pages" shall mean the Global Sports Banner Category
--------------------------
Pages and Global Sports Banner Search Results Pages.
"Global Sports Banner Search Results Pages" shall mean those Pages
-----------------------------------------
displayed upon a user's search of the Yahoo Main Site for a Global Sports Banner
Keyword. For clarity, a search conducted within other Yahoo Properties that
include special subject matter based search engines (e.g., Yahoo Auctions, Yahoo
Classifieds, Yahoo Clubs, Yahoo News, Yahoo Shopping, Yahoo Yellow Pages) shall
not be considered a search of the Yahoo Main Site for purposes of this
definition.
"Global Sports Brand Features" shall mean the trademarks, service marks,
----------------------------
logos and other distinctive brand features of Global Sports and/or the Global
Sports Retailers.
"Global Sports Button" shall mean a link substantially similar in form as
--------------------
that set forth on Exhibit B that: (a) contains a Global Sports Brand Feature
---------
(the brand to be one of the Global Sports Retailers chosen by Global Sports in
its sole discretion) and has dimensions no larger than 88 pixels wide by 31
pixels high, (b) does not contain animation, (c) has a file size of no greater
than 2K, and (d) will permit users to navigate directly to a Page on a Global
Sports Site dedicated to Sports Merchandise.
"Global Sports Button Category Pages" shall mean those Pages within the
-----------------------------------
Global Sports Button Categories identified on Exhibit A.
---------
"Global Sports Button Keywords" shall mean those keywords identified as
-----------------------------
such on Exhibit A; provided that, Global Sports shall be permitted to substitute
---------
any such keyword for a comparable keyword subject to availability and Yahoo's
approval; and provided further that, Yahoo may substitute any Global Sports
Button Keywords for a comparable keyword (based on
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
projected Page Views) in the event that it determines, in its sole discretion,
that such substitution is necessary to avoid liability for third-party claims
relating to a Global Sports Button Keyword's use.
"Global Sports Button Pages" shall mean the Global Sports Button Category
--------------------------
Pages and the Global Sports Button Search Results Pages.
"Global Sports Button Search Results Pages" shall mean those Pages
-----------------------------------------
displayed upon a user's search of the Yahoo Main Site for a Global Sports Button
Keyword. For clarity, a search conducted within other Yahoo Properties that
include special subject matter based search engines (e.g., Yahoo Auctions, Yahoo
Classifieds, Yahoo Clubs, Yahoo News, Yahoo Shopping, Yahoo Yellow Pages) shall
not be considered a search of the Yahoo Main Site for purposes of this
definition.
"Global Sports Category Text Link" shall mean a text link substantially
--------------------------------
similar in form to that set forth in Exhibit B, that: (i) complies with Yahoo's
---------
standard specifications for such links and contains two (2) lines of text, (ii)
will permit users to navigate directly to a Page on the Global Sports Site
dedicated to Sports Merchandise, and (iii) contains up to sixty five (65)
characters per text line (including spaces).
"Global Sports Category Text Link Pages" shall mean those pages within the
--------------------------------------
Sports and Recreation category of the Yahoo Main Site directory.
"Global Sports Charter Shopping Sponsorship" shall mean a multi-faceted
------------------------------------------
promotion comprised of the following three elements, each of which will permit
users to [*] and none of which will [*]: (1) a [*] no larger than [*] pixels
wide by [*] pixels high, with a file size no more than [*] and a [*]; (2) a [*]
no larger than [*] pixels wide by [*] pixels high, with a file size no more than
[*], headline text of up to [*] characters (including spaces), body text of no
more than [*] characters (including spaces) that will [*]; and (3) a [*] no
larger than [*] pixels wide by [*] pixels high with a file size no more than
[*], a [*] and a [*] (e.g., either a [*]). With respect to the advertising
units described in clauses (2) and (3) above, Global Sports shall: (i) provide
new creative no less frequently than once every two weeks of the Term, and (ii)
ensure that the same creative does not appear on the same Page in more than one
Global Sports Charter Shopping Sponsorship advertising unit. Further, Global
Sports shall ensure that each of the Global Sports Charter Shopping Sponsorship
advertising units conform to the Yahoo Shopping Style Guide attached as Exhibit
-------
N. An illustration of the manner in which the above advertising units could
-
appear is set forth on Exhibit B.
---------
"Global Sports Chat Athletes" shall mean the following athletes: [*];
---------------------------
provided that, in the event that any such athlete is either unable or unwilling
to conduct a chat event, a comparable athlete shall be substituted upon the
mutual agreement of the parties.
"Global Sports Club Module" shall mean a link similar in form as that set
-------------------------
forth on Exhibit B that: (a) promotes the on-line sale of Sports Merchandise,
---------
(b) has dimensions no larger than 120 pixels wide by 120 pixels high, (c) does
not have "looped" animation, (d) does not have any animation longer than six
seconds, (e) has a file size of no greater than 10K, and (f) will
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
permit users to navigate directly to a Page on the Global Sports Site dedicated
to Sports Merchandise.
"Global Sports Competitors" shall mean the list of entities set forth on
-------------------------
Exhibit K and any successors to such entities.
---------
"Global Sports Deliverables Due Date" shall mean (i) for purposes of the
-----------------------------------
Global Sports Deliverables relating to the Global Sports Banner, Global Sports
Button and Global Sports Charter Shopping Sponsorship October 15, 1999; and (ii)
for purposes of all other Global Sports Deliverables, October 20, 1999. The
parties acknowledge that notwithstanding the foregoing, Global Sports shall have
a continuing obligation to deliver Global Sports Deliverables pursuant to the
terms of this Agreement during the Term (e.g., updated product information and
creative).
"Global Sports E-Mail" shall mean an e-mail message offering exclusive
--------------------
offers to Yahoo! Delivers members that: (a) is in HTML format (or text format if
sent to email addresses outside of the Yahoo Mail service), (b) has a file size
no greater than 30K, (c) has a width not to exceed 425 pixels, (d) does not have
"looped" animation, (e) does not have any animation longer than six seconds, (f)
does not contain Java, JavaScript, frames, ActiveX, dynamic HTML or background
colors, (g) is free from technical errors and passes the "weblint validation
checker" (or similar tool utilized by Yahoo), (h) addresses users as Yahoo!
Delivers Members (e.g. An exclusive offer for Yahoo! Delivers members.), and (i)
contain the following subject line: "Yahoo! Delivers: A Special Offer from
Global Sports." This offer shall be an exclusive offer to Yahoo! Delivers
Members. In addition, the Global Sports E-Mail shall comply in all respects
with Yahoo's standard guidelines for such promotions as set forth in Exhibit O
---------
which, together with the Global Sports E-Mail specifications set forth above,
may be modified by Yahoo at its sole discretion.
"Global Sports Fantasy Sports Module" shall mean an advertising promotion
-----------------------------------
substantially similar in form as that set forth on Exhibit B that: (a) has
---------
dimensions no larger than 100 pixels wide by 67 pixels high, (b) does not
contain animation, (c) has a file size of no greater than 2K, (d) is a JPEG
formatted file, (e) describes an offer directly related to the sport referenced
on the Page on which the Global Sports Fantasy Sports Module appears, and (f)
will permit users to navigate directly to a Page on the Global Sports Site
dedicated to Sports Merchandise.
"Global Sports Front Page Promotion" shall mean a promotion that will include
----------------------------------
the Global Sports Front Page Promotion Banner and in all cases comply with
Yahoo's current front-page promotion guidelines set forth at: [*] (for
promotions hosted by Global Sports) or [*] (for promotions hosted by Yahoo).
"Global Sports Front Page Promotion Banner" shall mean a promotion
-----------------------------------------
substantially similar in form as that set forth on Exhibit B that complies with
---------
Yahoo's current front-page promotion banner specifications as detailed in the
applicable urls set forth in the definition of Global Sports Front Page
Promotion.
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
"Global Sports Game Channel Sponsorship" shall mean an advertising
--------------------------------------
promotion substantially similar in form as that set forth on Exhibit B offered
---------
in connection with specific Games that is comprised of the following elements:
(a) a [*] that (i) is [*] pixels in width by [*] pixels in height, (ii) has a
file size no greater that 2K, (iii) contains no animation, and (iv) links to a
Page on the Global Sports Site dedicated to Sports Merchandise; and (b) a GIF or
JPEG integrated into the user experience that is (i) 300 pixels wide and 150
pixels tall, (ii) no larger than 12K in file size, (iii) contains no more than
six seconds of animation (with no looping), and links to a Page on the Global
Sports Site dedicated to Sports Merchandise. The elements referenced in clauses
(a) and (c) above shall appear on each Page devoted to coverage of the
applicable Game.
"Global Sports Get Local Module" shall mean an advertising promotion
------------------------------
substantially similar in form as that set forth on Exhibit B that contains one
---------
of the following elements, as mutually agreed by the parties:
(a) a graphical image that (i) has dimensions no larger than 88 pixels wide by
31 pixels high, (ii) is no greater in file size than 2K, (iii) contains no
animation, and (iv) has three text links below the image, each of which
will consist of no more than 15 characters (including spaces). The image
and the text links will permit users to navigate directly to a Page on a
Global Sports Site dedicated to Sports Merchandise.
(b) a graphical image that (i) has dimensions no larger than 120 pixels wide
by 90 pixels high, (ii) is no greater in file size than 4K, (iii) contains
no animation, and (iv) has one text link below the image which will
consist of no more than 15 characters (including spaces). The image and
the text links will permit users to navigate directly to a Page on a
Global Sports Site dedicated to Sports Merchandise.
"Global Sports Link" shall mean any Link to the Global Sports Site or
------------------
Global Sports RMI Site placed by Yahoo under and in accordance with this
Agreement.
"Global Sports Merchandising Unit" shall mean an advertising promotion
--------------------------------
substantially similar in form as that set forth on Exhibit B that: (a) has
---------
dimensions no larger than 60 pixels wide by 60 pixels high, (b) does not contain
animation, (c) has a file size of no greater than 2.5K, (d) is a JPEG formatted
file, (e) contains not more than 40 characters of text description (including
spaces) and (f) will permit users to navigate directly to a Page on a Global
Sports Site dedicated to the on-line purchase of Sports Merchandise.
"Global Sports Message Board Module" shall mean a link similar in form as
----------------------------------
that set forth on Exhibit B that: (a) promotes the on-line sale of Sports
---------
Merchandise, (b) has dimensions no larger than 120 pixels wide by 120 pixels
high, (c) does not have "looped" animation, (d) does not have any animation
longer than six seconds, (e) has a file size of no greater than 12K, and (f)
will permit users to navigate directly to a Page on a Global Sports Site
dedicated to Sports Merchandise.
"Global Sports News Banner" shall mean the Global Sports Banner delivered
-------------------------
on certain Pages throughout Yahoo News.
CONFIDENTIAL
YAHOO! INC.
5
<PAGE>
EXECUTION COPY
"Global Sports News Module" shall mean a custom designed advertising unit
-------------------------
mutually agreed upon by the parties; provided that, such advertising unit shall
in all respects comply with Yahoo's standard advertising specifications and the
"look and feel" of Yahoo News.
"Global Sports Outdoors Sponsorship" shall mean an advertising promotion
----------------------------------
offered in connection with Yahoo! Outdoors that: (a) promotes the on-line sale
of Sports Merchandise, (b) has dimensions no larger than 120 pixels wide by 90
pixels high, (c) does not have any animation, (d) has a file size of no greater
than 4K, (e) has a single text links below the image, which will consist of no
more than 26 characters (including spaces), and (f) will permit users to
navigate directly to a Page on a Global Sports Site relating to the Global
Sports Outdoors Sponsorship content.
"Global Sports Sports Event Sponsorship" shall mean an advertising
--------------------------------------
promotion substantially similar in form as that set forth on Exhibit B offered
---------
in connection with specific Sports Events that is comprised of the following
elements: (a) a [*] that (i) is [*] pixels in width by [*] pixels in height,
(ii) has a file size no greater that 2K, (iii) contains no animation, and (iv)
links to the Global Sports Site; (b) a [*] adjacent to the [*] that is (i) 150
pixels wide and 15 pixels tall, (ii) no larger than 1.5K in file size, (iii)
contains no animation, and links to the Global Sports Site; and (c) a Global
Sports Banner. The elements referenced in clauses (a) and (c) above shall
appear on each Page devoted to coverage of the applicable Sports Event.
"Global Sports Retailer" shall mean the branded merchandisers of sports
----------------------
merchandise with whom Global Sports has entered into online marketing
relationships as set forth and subject to the qualifications on Exhibit F.
---------
Global Sports will have the right to add other branded merchandisers of sports
merchandise with whom Global Sports enters into online marketing relationships
to Exhibit F during the Term subject to Yahoo's prior written approval which
---------
shall not be unreasonably withheld. For clarity, only those merchandisers set
forth on Exhibit F will be promoted under this Agreement unless and until Yahoo
---------
approves the addition of new merchandisers and such merchandisers are included
in Yahoo's Remote Merchant Integration Program.
"Global Sports Revenue" shall mean the sum of the aggregate revenue
---------------------
received by or on behalf of Global Sports from the sale of Sports Merchandise to
a user who arrived on the Merchant Pages (as defined in the Yahoo! Remote
Merchant Integration Agreement attached hereto as Exhibit G) through a Global
---------
Sports Link during the same on-line session, less shipping and handling,
shipping insurance charges, amounts collected for sales or use or other
applicable taxes or duties, credit card processing fees, and refunds, rebates
paid, and chargebacks for returned or canceled goods or services. For clarity,
it is understood that Global Sports Revenue does not include revenue from sales
made through the Global Sports Site (as opposed to the Merchant Pages, which are
displayed by Yahoo through a proxy server).
"Global Sports RMI Site" shall mean any web site that is operated by Global
----------------------
Sports on behalf of Global Sports or a Global Sports Retailer and has been
included in Yahoo's Remote Merchant Integration Program and is primarily
dedicated to the on-line purchase of Sports Merchandise.
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
"Global Sports Shopping Banner" shall mean an advertising promotion
-----------------------------
substantially similar in form as the Global Sports Banner that: (a) promotes the
online sale of the Sports Merchandise featured on the Global Sports Shopping
Search Results Pages on which the Global Sports Banner appears, (b) has
dimensions no larger than 468 pixels wide by 60 pixels high, (c) does not have
"looped" animation, (d) does not have any animation longer than six seconds, (e)
has a file size of no greater than 15K, and (f) will permit users to navigate
directly to a Page on a Global Sports RMI Site relevant to the Global Sports
Shopping Banner's content.
"Global Sports Shopping Keywords" shall mean those keywords identified as
-------------------------------
such on Exhibit A; provided that, Global Sports shall be permitted to substitute
---------
any such keyword for a comparable keyword subject to availability and Yahoo's
approval; and provided further that, Yahoo may substitute any Global Sports
Shopping Keyword for a comparable keyword (based on projected Page Views) in the
event that it determines, in its sole discretion, that such substitution is
necessary to avoid liability for third-party claims relating to a Global Sports
Shopping Keyword's use.
"Global Sports Shopping Search Results Pages" shall mean those Pages
-------------------------------------------
displayed upon a user's search of Yahoo Shopping for a Global Sports Shopping
Keyword.
"Global Sports Site" shall mean any web site that is operated by Global
------------------
Sports on behalf of Global Sports or a Global Sports Retailer and is primarily
dedicated to the on-line purchase of Sports Merchandise.
"Independent, Industry-Recognized Third Party" shall mean a three person
--------------------------------------------
panel chosen as follows: each party shall choose one individual and the two
individuals so chosen shall together choose a third individual, with the three
chosen individuals serving together as the Independent, Industry-Recognized
Third Party.
"Launch Date" shall mean the first date on which Yahoo: (i) activates a
-----------
Global Sports Button and fixed advertising unit of the Global Sports Charter
Shopping Sponsorship; and (ii) inserts the Global Sports Banner into Yahoo's
advertising rotation system.
"Link" or "link" means a visible graphic or textual indication located
----
within a Page which, when selected by a user, directs the user's internet
browser connection onward to a specified Page on the same or any other web site
via a uniform resource locator (whether perceptible or not) and which
establishes a direct connection between the browser and the new Page.
"Page" means any World Wide Web page (or, for online media other than Web
----
sites, the equivalent unit of the relevant protocol).
"Page View" shall mean a user's request for a Page as measured by Yahoo's
---------
advertising reporting system.
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
"Paid Advertising" shall mean third-party promotions for which Yahoo
----------------
receives compensation (either in the form of cash or barter) from the party
being promoted (or a third-party acting on behalf of such promoted party).
"Quarter" means a three-month period beginning on the Launch Date or any
-------
date that is a multiple of three months after the Launch Date (e.g., if the
Launch Date is November 1, any three month period beginning on November 1,
February 1, May 1, or August 1).
"Sports Events" shall mean those sports-related events set forth on Exhibit
------------- -------
E.
-
"Sports Memorabilia" shall mean Sports Merchandise that is unique and
------------------
worthy of remembrance.
"Sports Merchandise" shall mean sports-related equipment (e.g., bats,
------------------
balls, exercise equipment, team sports equipment, golf equipment), sports
related clothing (e.g., team jerseys, footwear and exercise clothing) and other
sports related products typically available in sporting goods stores. Sports
Merchandise shall not be deemed to include any: (i) books (in print, electronic,
or audio form), (ii) videos, (iii) compact discs, (iv) computer software, (v)
items not typically found in a sporting goods store, or (vi) Sports Memorabilia.
Notwithstanding the foregoing and anything else to the contrary in this
Agreement, "Sports Merchandise" shall be deemed to include Sports Memorabilia
for the purpose of permitting Global Sports to: (a) sell Sports Memorabilia on
the Global Sports Site and the Global Sports RMI Site, and (b) promote Sports
Memorabilia through the Global Sports Links. Further, subject to the criteria
set forth elsewhere in this Agreement (for example, that certain Global Sports
Links must link directly to a Page dedicated to Sports Merchandise) the parties
agree that nothing in this Agreement is intended to limit or restrict in any
manner the products that Global Sports and the Global Sports Retailers may offer
for sale and sell through the Global Sports Site.
"Sports Merchandise Merchant" shall mean an entity, including the Global
---------------------------
Sports Competitors, that derives at least fifty percent (50%) of its revenue
through the sale of Sports Merchandise.
"Sports Merchandise Merchant Program" shall mean Yahoo's program consisting
-----------------------------------
of certain sports-related marketing, advertising and promotional activities as
further described in this Agreement.
"Term" shall mean the period beginning on the Effective Date and continuing
----
for a period of fifteen (15) months following the Launch Date (e.g., if the
Launch Date is November 3, 1999, the Term shall extend through February 3,
2001), or until this Agreement is otherwise terminated pursuant to Section 14.
"Yahoo Alerts" shall mean that Yahoo service whereby Yahoo registered users
------------
may choose to be automatically notified via e-mail messages about certain
topics, products or services.
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
"Yahoo Brand Features" shall mean the trademarks, service marks, logos and
--------------------
other distinctive brand features of Yahoo.
"Yahoo Clubs" shall mean Yahoo's U.S. targeted clubs property currently
-----------
located at http://clubs.yahoo.com.
----------------------
"Yahoo GeoCities" shall mean Yahoo's U.S. targeted community based website
---------------
currently located at http://geocities.yahoo.com.
"Yahoo GeoCities Affiliate Program" shall mean that program where
---------------------------------
homesteaders on Yahoo GeoCities have an opportunity to place a link on their
homestead to participating merchants web sites in return for payments from such
participating merchants.
"Yahoo Get Local" shall mean Yahoo's U.S. targeted localized community
---------------
directory property.
"Yahoo Main Site" shall mean Yahoo's principal U.S. targeted directory to
---------------
the World Wide Web currently located at http://www.yahoo.com and does not
--------------------
include any: (i) international targeted web sites within the yahoo.com domain
(e.g., http://espanol.yahoo.com), (ii) any Yahoo Properties not within the
-------------------------
yahoo.com domain (e.g., http://www.broadcast.com), or (iii) any web sites not
-------------------------
currently within the yahoo.com domain that Yahoo may add during the Term.
"Yahoo Message Boards" shall mean Yahoo's U.S. targeted message board
--------------------
property currently located at http://messages.yahoo.com.
--------------------------
"Yahoo News" shall mean Yahoo's principal U.S. targeted news property
----------
currently located at http://dailynews.yahoo.com.
"Yahoo Outdoors" shall mean Yahoo's U.S. targeted outdoors property that
--------------
Yahoo intends to develop locate at http://outdoors.yahoo.com.
-------------------------
"Yahoo Points" shall mean that promotional program that Yahoo intends to
------------
develop whereby Yahoo users earn points that can be redeemed for merchandise
contributed by participating merchants.
"Yahoo Properties" shall mean any Yahoo branded or co-branded media
----------------
properties, including, without limitation, Internet guides, that are developed
in whole or in part by Yahoo or its affiliates.
"Yahoo's Remote Merchant Integration Program" shall mean that program
-------------------------------------------
through which Yahoo integrates the web sites of remote on-line merchants into
Yahoo Shopping.
"Yahoo's Remote Merchant Integration Program Agreement" shall mean the
-----------------------------------------------------
agreement set forth on Exhibit G.
---------
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
"Yahoo Shopping" shall mean Yahoo's U.S. targeted shopping property
--------------
currently located at http://shopping.yahoo.com.
-------------------------
"Yahoo Shopping Front Page Anchor Position" shall mean an advertising
-----------------------------------------
placement comprised of the following element which will not contain animation: a
rotating advertising unit no larger than 120 pixels wide by 30 pixels high, with
a file size no more than 2K, and a Global Sports Brand Feature that will permit
users to navigate directly to a Page in the Global Sports RMI Site.
"Yahoo Shopping Outdoors Text Link" shall mean a text link substantially
---------------------------------
similar in form to that set forth in Exhibit B, that: (i) is displayed on Yahoo
---------
Outdoors and promotes, on a rotating basis, individual Global Sports Retailers;
and (ii) links to a Page within Yahoo Shopping's sports category.
"Yahoo Shopping Sports Text Link" shall mean a text link substantially
-------------------------------
similar in form to that set forth in Exhibit B, that: (i) Yahoo will use
---------
commercially reasonable efforts to ensure is always displayed on Yahoo Sports
(except Yahoo fantasy sports registration Pages and game channel application
Pages) and promotes, on a rotating basis, individual Global Sports Retailers
(and only Global Sports Retailers); and (ii) links directly to a Page within
Yahoo Shopping's sports and recreation category.
"Yahoo Sports" shall mean Yahoo's U.S. targeted sports property currently
------------
located at http://sports.yahoo.com.
-----------------------
"Yahoo U.S. Targeted Property" shall mean the Yahoo Main Site and Yahoo
----------------------------
GeoCities.
2. Global Sports Banner, News Banner and Front Page Promotion.
----------------------------------------------------------
2.1 Yahoo will provide the Global Sports Banner, on a rotating basis
until its Page View obligations are met, in the North banner
position on the Global Sports Banner Pages.
2.2 Yahoo will provide the Global Sports News Banner on a rotating basis
until its Page View obligations are met.
2.3 Yahoo shall provide one Global Sports Front Page Promotion per
Quarter of the Term.
3. Global Sports Button.
--------------------
Yahoo will provide the Global Sports Button on the Global Sports Button
Pages until its Page View obligations are met. The parties acknowledge and
agree that the Global Sports Button's placement on the Global Sports Button
Pages shall [*] with the buttons of any other merchants displayed on such
Pages (subject to Section 11). Yahoo shall provide
CONFIDENTIAL
YAHOO! INC.
10
<PAGE>
EXECUTION COPY
up to three (3) text links to accompany the Global Sports Button on the
Global Sports Button Pages. In no case shall any Global Sports Button text
link exceed sixteen (16) characters (including spaces). Further, each
Global Sports Button text link shall promote Sports Merchandise and permit
users to navigate via a link directly to a Page on a Global Sports Site
relating to the Sports Merchandise relevant to the Global Sports Button
Page on which such text link appears.
4. Global Sports Charter Shopping Sponsorship and Related Opportunities.
--------------------------------------------------------------------
4.1 Yahoo shall provide the Global Sports Charter Shopping Sponsorship
within the [*] (or similarly named) category of Yahoo Shopping
throughout the Term. Within such Yahoo Shopping category search
results Pages, Yahoo shall provide those Global Sports Retailers'
products that match directly user's search queries, listing prominence
over all other Sports Merchandise Merchants products.
4.2 [*] charge beyond that set forth in this Agreement, pursuant to
Yahoo's standard applicable terms and conditions (i) Yahoo shall
provide Global Sports the opportunity to participate, in Yahoo Alerts,
Yahoo Points, and in the Yahoo Shopping Front Page Anchor Position on
a rotating basis; and (ii) Global Sports shall participate in the
Yahoo GeoCities Affiliate Program.
5. Global Sports Category Text Link, Yahoo Shopping Sports Text Link and Yahoo
---------------------------------------------------------------------------
Shopping Outdoors Text Link.
---------------------------
5.1 Yahoo will provide the Global Sports Category Text Link, on a rotating
basis until its Page View obligations are met, on the Global Sports
Category Text Link Pages.
5.2 Yahoo will provide the Yahoo Shopping Sports Text Link throughout the
Term.
5.3 Yahoo will provide the Yahoo Shopping Outdoors Text Link throughout
the Term.
6. Global Sports Fantasy Sports Module, Get Local Module, Club Module, Message
---------------------------------------------------------------------------
Board Module and News Module.
----------------------------
6.1 Yahoo will provide the Global Sports Fantasy Sports Module, on a
rotating basis until its Page View obligations are met, in the East
module position on Pages within Yahoo Sports that comprise Yahoo's [*]
(collectively, the [*]).
6.2 Yahoo will provide the Global Sports Get Local Module, on a rotating
basis until its Page View obligations are met, in the East module
position throughout Pages in Yahoo Get Local.
CONFIDENTIAL
YAHOO! INC.
11
<PAGE>
EXECUTION COPY
6.3 Yahoo will provide the Global Sports Club Module, on a rotating basis
until its Page View obligations are met, in the West module position
throughout Pages in Yahoo Clubs.
6.4 Yahoo will provide the Global Sports Message Board Module, on a
rotating basis until its Page View obligations are met, in the East
module position throughout Pages in Yahoo Message Boards.
6.5 Yahoo will provide the Global Sports News Module, on a rotating basis
until its Page View obligations are met, within Yahoo News.
7. Global Sports Merchandising Unit and Global Sports Shopping Banner.
------------------------------------------------------------------
7.1 Yahoo will provide the Global Sports Merchandising Unit, on a rotating
basis until its Page View obligations are met, on the index pages of
each of the sports included in Yahoo Sports (e.g. the index page for
the NFL, http://sports.yahoo.com/nfl/).
-----------------------------
7.2 Yahoo shall provide the Global Sports Shopping Banner on the Global
Sports Shopping Search Results Pages throughout the Term.
8. Global Sports Game Channel Sponsorship, Sports Event Sponsorship,
-----------------------------------------------------------------
Outdoors Sponsorship and Athlete Sponsorship.
--------------------------------------------
8.1 Yahoo shall provide the Global Sports Game Channel Sponsorship
throughout the Term.
8.2 Yahoo shall provide the Global Sports Sports Event Sponsorship on a
rotating basis within coverage in Yahoo Sports for the Sports Events
until its Page View obligations are met.
8.3 Yahoo shall provide the Global Sports Outdoors Sponsorship throughout
the Term.
8.4 During the Term, Yahoo will provide the Global Sports Athlete
Sponsorship in connection with two (2) chat events per each of the
Global Sports Chat Athletes (for a total of 12 chat events during the
Term).
9. Global Sports E-Mail.
--------------------
During the Term, Yahoo will deliver [*] Global Sports E-Mails through the
Yahoo! Delivers program. In all cases, Global Sports E-Mails shall be
delivered only (x) to those registered users of Yahoo's U.S. targeted
e-mail service that have indicated during the
CONFIDENTIAL
YAHOO! INC.
12
<PAGE>
EXECUTION COPY
registration process for such service a willingness to receive promotional
solicitations via Yahoo Mail; and (y) in accordance with Yahoo's privacy
policy. The text of the Global Sports E-Mail shall be provided by Global
Sports, consistent with Yahoo's standard policies and guidelines for such
messages as set forth in Exhibit O, and shall be subject to Yahoo's
---------
prior approval (which shall not be-unreasonably withheld). Yahoo will
provide Global Sports with three agreed-upon attributes (e.g., age, gender,
occupation) that may be used to target to registered users who receive the
Global Sports E-Mails.
10. Implementation.
--------------
10.1 Subject to the provisions of this Agreement, Yahoo will be solely
responsible for the user interface and serving of the Global Sports
Links and Global Sports E-Mail, and Global Sports shall be solely
responsible for and shall provide Yahoo with all artwork and design
elements of the Global Sports Links and Global Sports E-Mail. Prior
to the Launch Date, Yahoo shall designate an account manager (which
shall be subject to change at Yahoo's discretion) to manage the
implementation of the Global Sports Links and serve as a liaison
between Global Sports and Yahoo during the Term.
10.2 Yahoo reserves the right, at any time, to redesign or modify the
organization, structure, specifications, "look and feel," navigation,
guidelines and other elements of the Global Sports Links and/or any
Yahoo Property on which the Global Sports Links are displayed or
otherwise. In the event such a modification materially and adversely
affects any specific Global Sports Link, Yahoo will provide Global
Sports, as its sole remedy, a comparable promotional placement on the
Yahoo Properties mutually agreed upon by the parties. In the event
that the parties are unable to reach agreement with respect to the
implementation of this Section 10.2, the parties shall appoint an
Independent, Industry-Recognized Third Party to resolve the matter.
All fees and expenses of an Independent, Industry-Recognized Third
Party appointed pursuant to this Section 14.1 shall be shared equally
be both parties.
10.3 Global Sports shall execute the Remote Merchant Integration Program
Agreement in its own name on behalf of itself and the Global Sports
Retailers as of the Effective Date. During the Term, Global Sports
shall adhere to the terms set forth therein, and shall ensure that
the Global Sports Retailers adhere to the terms set forth therein and
in this Agreement. Global Sports represents and warrants that it has
the right to enter into the Remote Merchant Integration Program
Agreement and this Agreement in its own name on behalf of itself and
the Global Sports Retailers.
10.4 Global Sports shall provide Yahoo all URLs, URL formats (as
applicable), content, and other materials necessary for Yahoo to
provide the Global Sports Links and Global Sports E-Mail (the "Global
Sports Deliverables") on or before the Global Sports Deliverables Due
Date. All content and material contained in
CONFIDENTIAL
YAHOO! INC.
13
<PAGE>
EXECUTION COPY
the Global Sports Links and Global Sports E-Mail shall be subject to
Yahoo's approval, which shall not be unreasonably withheld, and must
comply with all applicable federal, state and local laws, rules and
regulations, including, without limitation, consumer protection laws
and rules and regulations governing product claims, truth in
labeling, and false advertising. Yahoo shall activate the Global
Sports Links within twenty (20) days of its receipt of the Global
Sports Deliverables. It is understood and agreed that as between
Yahoo and Global Sports, Global Sports will determine, in its sole
discretion, which of the Global Sports Retailers are promoted by
means of those Global Sports Links that link to the Global Sports
Site. Furthermore, subject to the criteria set forth elsewhere in
this Agreement (for example, that certain Global Sports Links must
link directly to a Page dedicated to Sports Merchandise), Global
Sports will determine which Page within the Global Sports Site is
linked to directly from each Global Sports Link. It is understood and
agreed that: (i) Global Sports shall make available no less than the
following four (4) Global Sports Retailers for promotion through the
Global Sports Charter Shopping Sponsorship: The Athletes Foot,
Michigan Sporting Goods Distributors, Inc., Sport Chalet, and The
Sports Authority; and (ii) all of the Global Sports Retailers shall
participate in the Yahoo Remote Merchant Integration Program.
10.5 (a) Global Sports hereby grants to Yahoo a non-exclusive, worldwide,
fully paid, revocable license during the Term to use, reproduce and
display the Global Sports Brand Features (i) to indicate the location
of the Global Sports Links as set forth herein and (ii) in connection
with the marketing and promotion of Global Sports and/or the Global
Sports Retailers in the Yahoo Properties. All use of the Global
Sports Brand Features by Yahoo hereunder will inure solely to the
benefit of Global Sports and the Global Sports Retailers. Except for
the limited license granted above, Global Sports and the Global
Sports Retailers retain all right, title, and interest in and to the
Global Sports Brand Features, and Yahoo agrees that it will do
nothing inconsistent with their ownership of the Global Sports Brand
Features. Without limiting the generality of the foregoing, Yahoo
agrees that it will not use any Global Sports Brand Features other
than in accordance with the terms of this Agreement.
(b) Yahoo hereby grants to Global Sports a non-exclusive, worldwide,
fully paid, revocable license during the Term to use, reproduce and
display the Yahoo Brand Features (i) pursuant to Section 10.7 and
(ii) in connection with Global Sports' furnishing of the Barter
Media. All use of the Yahoo Brand Features by Global Sports hereunder
will inure solely to the benefit of Yahoo. Except for the limited
license granted above, Yahoo retains all right, title, and interest
in and to the Yahoo Brand Features, and Global Sports agrees that it
will do nothing inconsistent with Yahoo's ownership of the Yahoo
Brand Features. Without limiting the generality of the foregoing,
Global Sports agrees that it will not use any Yahoo Brand Feature
other than in accordance with the terms of this Agreement.
CONFIDENTIAL
YAHOO! INC.
14
<PAGE>
EXECUTION COPY
10.6 In no event shall any Page on the Global Sports Site or Global Sports
RMI Site to which users click-through from any Global Sports Link
contain graphic or textual hyperlinks, banner advertisements or
promotions of any of the following [*] and their successors; provided
that, the [*] retailing operations of [*] may be promoted as Global
Sports Retailers in accordance with the terms of this Agreement and
subject to the restrictions set forth in Exhibit F.
---------
10.7 Global Sports shall place a Yahoo graphic link on those Pages of the
Global Sports Sites to which users click-through from any link Global
Sports Link. Such Yahoo graphic link shall (a) be placed in a manner
determined by Global Sports that is acceptable to Yahoo, (b) contain
the Yahoo name and logo as provided by Yahoo, (c) directly link the
user back to a Page designated by Yahoo on the Yahoo Properties, and
(d) not necessarily appear to users who do not arrive at the Global
Sports Site directly through a Global Sports Link.
10.8 Global Sports shall design and operate the Global Sports Site to (i)
handle [*] simultaneous requests, (ii) have a minimum [*] uptime and
maximum [*] downtime per Quarter (except for planned downtime which
may be required for system enhancements, upgrades and preventative
maintenance), and (iii) ensure that the Global Sports Site's data
transfers to the Yahoo Main Site initiate within fewer than eight (8)
seconds, on average, of request.
11. Limited Exclusivity
-------------------
11.1 During the Term, Yahoo shall not [*] for the benefit of any [*] on
any [*].
11.2 During the Term, Yahoo shall not [*] for the benefit of any [*] on
any Page within (i) [*], (ii) [*], (iii) [*], (iv) the [*], or (v)
any [*]. In addition, Yahoo will include Global Sports in Yahoo
Points.
11.3 During the Term, Yahoo shall not [*] for the benefit of [*] in the
[*]. In addition, Yahoo agrees that [*] for [*] will appear on behalf
of [*] on the [*]; provided that Global Sports acknowledges that [*],
including without limitation, [*].
11.4 Global Sports acknowledges that Yahoo has existing contractual
obligations with the merchants set forth on Exhibit H ("Existing
---------
Obligations") and that notwithstanding anything to the contrary in
this Agreement, Yahoo shall be permitted to fulfill the Existing
Obligations without being considered to be in breach of its
obligations under this Agreement. Further, under no circumstances
shall anything in this Section 11 be deemed to restrict in any manner
Yahoo's ability to (i) integrate any editorial content (other than
branded content that may be provided by Global Sports Competitors) in
any Yahoo Property, or (ii) include links to any entity in any
directory, merchant listing or other shopping service or feature on
any Yahoo Property. To the extent that it is not contractually
obligated to do so, Yahoo agrees that it will not, in a manner
inconsistent with Yahoo's
CONFIDENTIAL
YAHOO! INC.
15
<PAGE>
EXECUTION COPY
obligations under Section 11, (x) extend or renew an Existing
Obligation, or (y) consent to the extension or renewal of an Existing
Obligation if Yahoo may withhold such consent in its sole discretion.
12. Page Views.
----------
12.1 With respect to the Global Sports Links, Yahoo shall deliver a
minimum of [*] Page Views (for clarity, such total shall not include
Page Views of the Global Sports Charter Shopping Sponsorship, Global
Sports Outdoors Sponsorship, Global Sports Athlete Sponsorship,
Global Sports Game Channel Sponsorship). Yahoo will use commercially
reasonable efforts to deliver such Page Views evenly throughout the
Term provided that Yahoo has the ability to influence and control the
delivery of such Page View (e.g., Yahoo does not have the ability to
influence and control the allocation of Page Views in connection with
seasonal sporting events or front page promotions).
12.2 Yahoo will deliver such Page Views as follows:
. [*] Page Views of the Global Sports Club Module, Global Sports
Message Board Promotion, and/or Global Sports Get Local Module;
provided that, Yahoo agrees to use commercially reasonable efforts
to deliver the Page Views as follows: [*] Page Views of the Global
Sports Club Module, [*] Page Views of the Global Sports Message
Board Promotion, and [*] Page Views of the Global Sports Get Local
Module;
. [*] Page Views of the Global Sports Button and/or Global Sports
Banner; provided that, Yahoo agrees to use commercially reasonable
efforts to deliver the Page Views as follows: [*] Page Views of
the Global Sports Button and [*] Page Views of the Global Sports
Banner;
. [*] Page Views of the Global Sports Merchandising Unit and/or
Global Sports Sports Event Sponsorship; provided that, Yahoo
agrees to use commercially reasonable efforts to deliver the Page
Views as follows: [*] Page Views of the Global Sports
Merchandising Unit, and [*] Page Views of the Global Sports Sports
Event Sponsorship;
. [*] Page Views of the Global Sports Fantasy Sports Module;
. [*] Page Views of the Global Sports Front Page Promotion Banner;
. [*] Page Views of the Global Sports Category Text Link;
. [*] Page Views of the Global Sports News Module and/or Global
Sports News Banner provided that, Yahoo agrees to use commercially
reasonable efforts to deliver the Page Views as follows: [*] Page
Views of the Global Sports News Module and [*] Page Views of the
Global Sports News Banner; and
. [*] Page Views of the Yahoo Shopping Sports Text Link and/or Yahoo
Shopping Outdoors Text Link; provided that, Yahoo agrees to use
commercially reasonable efforts to deliver the Page Views as
follows: [*]
CONFIDENTIAL
YAHOO! INC.
16
<PAGE>
EXECUTION COPY
Page Views of the Yahoo Shopping Sports Text Link and [*] Page
Views of the Yahoo Shopping Outdoors Text Link.
12.3 In the event that Yahoo fails to deliver the minimum number of Page
Views as set forth above at the expiration of the Term, Yahoo will
"make good" the shortfall within [*] after the end of the Term until
such Page View obligation is satisfied. If Yahoo is unable to fulfill
its Page View obligations through the original promotion during this
additional period, Yahoo will then have an additional [*] to deliver
the required number of Page Views through a comparable promotion
acceptable to Global Sports (such three month period, together with
the six month period described in the preceding sentence, being
referred to collectively as the "Make Good Period"). The provisions
set forth in this Section 12.3 set forth the entire liability of
Yahoo, and Global Sports' sole remedy, for Yahoo's breach of its Page
View obligations set forth in Sections 12.1 and 12.2 during the Term.
For clarity, the parties acknowledge that the exclusivity provisions
of Section 11 shall not extend beyond the Term and that the sole
remedy set forth above shall not apply to a failure by Yahoo to
fulfill its Page View obligations during the Make Good Period.
12.4 In the event that Global Sports desires to substitute portions of the
promotions set forth in this Agreement (the "Swap Inventory") for
alternative promotions in the Yahoo Main Site, Yahoo shall use
commercially reasonable efforts to accommodate such request (a
"Change Request") based on inventory availability; provided that,
Global Sports agrees that (i) it shall make no Change Requests prior
to the date that is [*] after the Launch Date; (ii) it shall make no
more than [*] Change Request per each Quarter of the Term; (iii) no
Change Request shall involve altering more than [*] of any Swap
Inventory scheduled for a given Quarter (e.g., if Yahoo has scheduled
delivery of [*] Page Views of the Global Sports Banner for a given
Quarter of the Term, a Change Request may involve the substitution of
no more than [*] Page Views of the Global Sports Banner for such
Quarter); (iv) Global Sports shall provide Yahoo no less than [*]
written notice prior to the date it desires any Change Request to
take effect; and (v) any substitute inventory delivered by Yahoo
pursuant to a Change Request shall be scheduled for delivery (x)
within [*] of the month in which such inventory was originally
scheduled, and (y) within the Term.
12.5 For purposes of determining the amount of inventory, specifications
and placement that may be substituted for Swap Inventory pursuant to
a Change Request, the Swap Inventory shall be valued, on a pro-rata
basis, in a manner mutually agreed upon by the parties. The
substitute inventory shall be valued in a manner mutually agreed upon
by the parties. In the event that the parties cannot mutually agree
on valuations to be determined pursuant to this Section 12.5, then
the Change Request relating to such valuations shall be deemed
withdrawn.
12.6 During the Term, Yahoo will provide Global Sports access to an
electronic database that tracks the delivery of Page Views under this
Agreement. Such
CONFIDENTIAL
YAHOO! INC.
17
<PAGE>
EXECUTION COPY
database will be updated in accordance with Yahoo's standard updating
procedures at least once per Quarter.
13. Compensation.
------------
13.1 In consideration of Yahoo's performance and obligations as set forth
herein, Global Sports will compensate Yahoo in an amount equal to [*]
as set forth below. Solely for the purpose of Global Sports
calculating costs associated with the Global Sports Retailers'
cooperative marketing fund, the parties agree that the cpm associated
with the Global Sports Links promoted in this Agreement is [*];
provided that, under no circumstances shall such figure (i) have any
bearing on the relationship between Yahoo on the one hand and Global
Sports or the Global Sports Retailers on the other hand (whether in
case of a breach or termination of this Agreement, or otherwise), or
(ii) be used for any other purpose (e.g., reselling inventory, which
is not permitted under this Agreement).
13.2 Set Up Fee. In consideration of Yahoo's design, consultation and
----------
development of the Global Sports Links, Global Sports shall pay to
Yahoo a non-refundable, non-creditable fee of [*] (the "Set-Up Fee").
The Set-Up Fee shall be due and paid by Global Sports on the
Effective Date.
13.3 Limited Exclusivity Fee. In consideration of Yahoo's performance and
-----------------------
obligations as set forth in Section 11, Global Sports will pay Yahoo
a non-refundable, non-creditable fee equal to [*]. Such fee shall be
due and paid to Yahoo as follows: (i) [*] on October 15, 1999; (ii)
[*] on January 15, 2000; (iii) [*] on April 15, 2000; (iv) [*] on
July 15, 2000; and (v) [*] on October 15, 2000.
13.4 Slotting Fee. In consideration of Yahoo's performance and obligations
------------
as set forth in Sections 2 through 9, Global Sports will pay Yahoo a
non-refundable, non-creditable fee equal to [*]. Such fee shall be
due and paid to Yahoo as follows: (i) [*] on October 15, 1999; (ii)
[*] on January 15, 2000; (iii) [*] on April 15, 2000; (iv) [*] on
July 15, 2000; and (v) [*] on October 15, 2000.
13.5 Revenue Share. In addition to the fees set forth in Sections 13.2
-------------
through 13.4 above, Global Sports shall pay to Yahoo a non-
refundable, non-creditable fee equal to [*] of any Global Sports
Revenue earned during the Term (the "Revenue Share Fee"). In
accordance with the definition of Global Sports Revenue, it is
understood that Global Sports Revenue does not include revenue from
sales made through the Global Sports Site (as opposed to the Merchant
Pages, which are displayed by Yahoo through a proxy server). The
Revenue Share Fee shall be paid by Global Sports to Yahoo on a
quarterly basis within thirty (30) days following the last day of
each calendar quarter of the Term. The Revenue Share Fee payments
will be accompanied by a written report that includes: (i) the total
dollar amount of Global Sports Revenue earned during the applicable
period, and (ii) a calculation of the Revenue Share Fee.
CONFIDENTIAL
YAHOO! INC.
18
<PAGE>
EXECUTION COPY
13.6 Payment Information. All payments herein are non-refundable and non-
--------------------
creditable and shall be made by Global Sports via wire transfer into
Yahoo's main account pursuant to the wire transfer instructions set
forth on Exhibit C.
---------
13.7 Late Payments. Any portion of the above payments which has not been
--------------
paid to Yahoo within fifteen (15) days of the dates set forth above
shall bear interest at the lesser of (i) one percent (1%) per month
or (ii) the maximum amount allowed by law. Notwithstanding the
foregoing, any failure by Global Sports to make the payments
specified in Sections 13.2 through 13.5 on the dates set forth
therein shall constitute a material breach of this Agreement.
13.8 Audit Rights. Global Sports shall maintain records of all activities
------------
relating to the Revenue Share Fee. Global Sports shall permit a
reputable independent certified public accounting firm designated by
Yahoo and reasonably acceptable to Global Sports to have access, at a
mutually agreed upon time during normal business hours, to its
records and books of account that relate to the Revenue Share Fee.
Such audits shall not be required more often than once every twelve
(12) month period of the Term, provided, however, that Yahoo may
audit Global Sports within three (3) months of any audit in which a
discrepancy of ten percent (10%) or greater is discovered. If such a
discrepancy is discovered, Global Sports shall pay the amount of the
error to Yahoo within ten (10) days of such error's discovery. Yahoo
will pay the cost of any audit conducted pursuant to this Section
13.8, provided, however, that if a discrepancy of ten percent (10%)
or greater is discovered through any such audit, Global Sports shall
pay such audit's costs. At Global Sports' request, Yahoo will require
the accounting firm to sign a standard confidentiality agreement
acceptable in form and substance to Global Sports, and the results of
any such audit will be considered confidential information of both
parties subject to the Mutual Nondisclosure Agreement Terms attached
hereto as Exhibit D.
---------
13.9 Barter Media. During the Term, Global Sports shall provide Yahoo no
------------
less than five million dollars ($5,000,000) of Barter Media. The
Barter Media's delivery and value shall be mutually agreed upon by
the parties in accordance with the terms attached as Exhibit L. In
---------
the event that Global Sports terminates this Agreement pursuant to
Section 14.4, Global Sports agrees to continue to provide the Barter
Media until the value of Barter Media delivered before and after such
termination equals or exceeds the Square-Up Amount. The "Square-Up
Amount" will be an amount equal to the pro-rata value of cash due to
Yahoo pursuant to Sections 13.3 and 13.4 as of the date of such
termination (e.g., if the Section 14.4(a) Termination Date (as
defined in Section 14,4(a)) is May 15, 2000, Yahoo shall be due
$2,166,666 of Barter Media). If the parties are unable to reach
agreement on the value of the Barter Media delivered, such value
shall be determined by an Independent, Industry- Recognized Third
Party, the cost for which will be shared equally by the parties.
14. Termination.
-----------
CONFIDENTIAL
YAHOO! INC.
19
<PAGE>
EXECUTION COPY
14.1 Term. This Agreement shall commence upon the Effective Date and,
----
unless terminated as provided herein, shall remain in effect for the
Term.
14.2 Termination by Either Party with Cause. This Agreement may be
--------------------------------------
terminated at any time by either party: (i) immediately upon written
notice if the other party: (a) becomes insolvent; (b) files a petition
in bankruptcy; or (c) makes an assignment for the benefit of its
creditors; or (ii) thirty (30) days after written notice to the other
party of such other party's breach of any of its obligations under
this Agreement in any material respect (ten (10) days in the case of a
failure to pay), which breach is not remedied within such notice
period. In the event that Yahoo provides a notice of termination under
clause (ii) above, Yahoo shall have the right to suspend performance
under Sections 2 - 8 of this Agreement for the notice period unless
and until the breach is fully remedied by Global Sports prior to the
expiration of the notice period.
14.3 Termination by Yahoo. In addition to its termination rights under
--------------------
Section 14.2, Yahoo may terminate this Agreement upon forty five (45)
days written notice to Global Sports if at any time during the Term an
Independent, Industry-Recognized Third Party appointed at the request
of Yahoo determines that the Global Sports Site (for this purpose,
taking all of the sites that constitute the Global Sports Site as one
site) is no longer one of the top five (5) sites for the on-line sale
of Sports Merchandise in the United States over a reasonable period of
time based on an evaluation of the following criteria: (i) the number
of brick-and-mortar sporting goods stores whose products are marketed
and sold through the site, (ii) the annual sales of such stores in the
United States, (iii) the amount of online sales conducted through the
site, and (iv) the quality and selection of the sporting goods
products offered for sale by such stores on the site. Notwithstanding
anything to the contrary herein, Yahoo will pay all fees and expenses
of the Independent, Industry-Recognized Third Party appointed at
Yahoo's request for this purpose. The Independent, Industry-Recognized
Third Party shall submit its determination in writing to both Yahoo
and Global Sports at the same time and shall provide a description of
the reasons for its conclusion and references to the sources of all
underlying data. Each party agrees to provide to the Independent,
Industry-Recognized Third Party all available information and
assistance necessary for the Independent, Industry-Recognized Third
Party to undertake the above described analysis.
14.4 Termination by Global Sports. In addition to its termination rights
----------------------------
under Section 14.2, Global Sports shall have the following termination
rights:
(a) Upon at least ninety (90) days prior written notice to Yahoo,
Global Sports shall have the right to terminate this Agreement at
any time after the date that is [*] after the Launch Date (i.e.,
Global Sports shall have no right to give a termination notice
pursuant to this Section 14.4 before the date that is ninety (90)
days after the Launch Date). In the event that Global Sports
exercises its right to terminate this Agreement pursuant to this
Section 14.4, Global Sports
20
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
agrees that for the remainder of the original Term Global Sports
shall continue to participate in the Yahoo Remote Merchant
Integration Program and the Global Sports Charter Shopping
Sponsorship on behalf of itself and the Global Sports Retailers
unless Yahoo, in its sole discretion, elects, at any time, to
terminate the participation of Global Sports or any Global Sports
Retailer in such program. Global Sports is responsible for and
shall ensure that all required materials (including updated
creative, merchandising and data feeds) with respect to any
Global Sports Retailer that Yahoo chooses to retain in the Yahoo
Remote Merchant Integration Program are provided to Yahoo in
accordance with the standard Yahoo Remote Merchant Integration
Program specifications, and Global Sports shall retain the
obligation to pay to Yahoo the Revenue Share Fee set forth in
Section 13.5. Upon any termination by Global Sports under this
Section 14.4(a), the parties agree that: (i) the exclusivity set
forth in Section 11 shall terminate notwithstanding any Global
Sports Retailer's continued participation in Yahoo's Remote
Merchant Integration Program; and (ii) any payments due to Yahoo
under Sections 13.3 or 13.4 shall remain due and payable on the
dates set forth therein, albeit the amounts shall be pro-rated to
the effective date of such a termination (the " Section 14.4(a)
Termination Date") (i.e., if the Section 14.4(a) Termination Date
is May 15, 2000, Global Sports' payment due on April 15, 2000
shall be [*] (not including any other payments due under this
Agreement)); and (iii) in the event that as of the Section
14.4(a) Termination Date, Yahoo has not delivered, on a pro-rata
basis, the number of Page Views specified in Section 12.2, it
shall continue to deliver such Page Views beyond the Section
14.4(a) Termination Date until such pro-rata threshold is
reached, provided that, in such case, except with respect to
Sections 11, 13.3, and 13.4, the terms of this Agreement shall
remain in full force and effect. For clarity, in the event of a
termination of this Agreement under Section 14.4(a), the parties
agree that Global Sports shall have no additional payment
obligations beyond those set forth in this Agreement as a result
of any extra Page Views delivered over and above the pro-rata
amount of Page Views specified in Section 12.2 as of the Section
14.4(a) Termination Date.
(b) At any time during the Term, upon forty five (45) days prior
written notice to Yahoo, Global Sports shall have the right to
terminate its participation (and the participation of the Global
Sports Retailers) in the Yahoo Remote Merchant Integration
Program if an Independent, Industry-Recognized Third Party
appointed at the request of Global Sports has determined that the
Yahoo Remote Merchant Integration Program does not permit a user
to seamlessly navigate between and conduct transactions through
Yahoo Shopping and the Global Sports RMI Site (for this purpose,
taking all of the sites that constitute the Global Sports Site as
one site) over a reasonable period of time. Global Sports will
pay all fees and expenses of the Independent, Industry-Recognized
Third Party appointed at Global Sport's request for this purpose.
The Independent, Industry-Recognized Third Party shall submit its
determination in writing to both Yahoo and Global Sports at the
same time and shall provide a description of the reasons for its
conclusion and references to the sources of
21
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
all underlying data. Each party agrees to provide to the
Independent, Industry-Recognized Third Party all available
information and assistance necessary for the Independent,
Industry-Recognized Third Party to undertake the above described
analysis. Any termination of Global Sports' (or a Global Sports
Retailer's) participation in the Yahoo Remote Merchant
Integration Program shall have no effect on the remaining
provisions of this Agreement and each party's obligations with
respect thereto (including, but not limited to, Global Sports'
payment obligations under Section 13 and Yahoo's obligations
under Section 11); provided that, in the event of any such
termination, Global Sports shall continue to provide Yahoo all
data related to transactions conducted through Global Sports
Links on Yahoo Shopping that would have been collected without a
termination pursuant to this Section 14.4(b).
14.5 Right of First Presentation. Yahoo will provide written notice to
---------------------------
Global Sports (a "Presentment Notice") in the event that: (i) during
the Term, Yahoo intends to create, acquire, develop or otherwise make
available a promotional merchant opportunity on a "Yahoo" branded web
site where Yahoo controls the serving and hosting of advertising and
that targets an audience in the United States substantially similar in
scope and nature to the Sports Merchandise Merchant Program described
in this Agreement, or (ii) during the Term, Yahoo is willing to renew
this Sports Merchandise Merchant Program on identical terms to those
described in this Agreement immediately upon expiration of the Term.
Any Presentment Notice shall describe Yahoo's reasonable business
requirements for the noticed opportunity. The parties will use good-
faith efforts to negotiate and execute a written amendment to this
Agreement to include such opportunity under reasonable terms and
conditions. If Global Sports declines to commence negotiations with
Yahoo regarding an opportunity described in a Presentment Notice
within [*] following its receipt thereof, or if the parties fail to
reach agreement within [*] following the commencement of good faith
negotiations (or such later date as is agreed by the parties), Yahoo
may offer the opportunity to any third party (subject to Section 11).
Global Sports acknowledges that under no circumstances shall anything
in this Section 14.4 be deemed to restrict Yahoo's ability to extend
other merchant positions for any opportunity presented pursuant to
this Section 14.4 to third parties.
14.6 Survival. The provisions of Sections 1, 12.3, 13, 14.4(a), 15
--------
through 19, and this Section 14.6 shall survive expiration or
termination of this Agreement.
15. Confidential Information and Publicity.
--------------------------------------
15.1 Terms and Conditions. The terms and conditions of this Agreement
--------------------
shall be considered confidential and shall not be disclosed to any
third parties except to such party's accountants, attorneys, or except
as otherwise required by law. Neither party shall make any public
announcement regarding the existence of this Agreement without the
other party's prior written approval and consent. If this Agreement
or any of its terms must be disclosed under any law, rule or
regulation
22
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
(other than an order issued by a court of competent jurisdiction
(e.g., a subpoena)), the disclosing party shall (i) give written
notice of the intended disclosure to the other party at least five (5)
days in advance of the date of disclosure, (ii) redact portions of
this Agreement to the fullest extent permitted under any applicable
laws, rules and regulations, and (iii) submit a request, to be agreed
upon by the other party, that such portions and other provisions of
this Agreement requested by the other party receive confidential
treatment under the laws, rules and regulations of the body or
tribunal to which disclosure is being made or otherwise be held in the
strictest confidence to the fullest extent permitted under the laws,
rules or regulations of any other applicable governing body.
15.2 Publicity. Any and all publicity relating to this Agreement and
---------
subsequent transactions between Yahoo and Global Sports and the method
of its release shall be approved in advance of the release in writing
by both Yahoo and Global Sports. The parties agree that the press
release attached hereto as Exhibit M may be issued upon the Effective
---------
Date.
15.3 Nondisclosure Agreement. Yahoo and Global Sports acknowledge and agree
-----------------------
to the Mutual Nondisclosure Agreement Terms attached hereto as Exhibit
-------
D with respect to the use and disclosure of all confidential
-
information and all discussions pertaining to or leading to this
Agreement. For clarity, the parties expressly agree that the terms of
this Agreement (including, but not limited to, the terms set forth in
Sections 11, 12, 13, and 14) shall be considered confidential
information subject to the terms set forth in Exhibit D (including,
---------
but not limited to, paragraph 3).
15.4 User Data. All information and data provided to Yahoo by users of
---------
the Yahoo Properties or otherwise collected by Yahoo relating to user
activity on the Yahoo Properties shall be retained by and owned solely
by Yahoo ("Yahoo User Data"). All information and data provided to
Global Sports through a Global Sports Site or otherwise collected by
Global Sports relating to user activity on a Global Sports Site shall
be retained by and owned solely by Global Sports ("Global Sports User
Data" and, collectively with Yahoo User Data, "User Data"). Each party
agrees to either: (a)(i) use User Data only as affirmatively
authorized by the user, (ii) not disclose, sell, license or otherwise
transfer any such User Data to any third party and (iii) not use any
User Data for the transmission of any e-mailed document or documents
consisting of advertising material for the lease, sale, rental, gift
offer, or other disposition of any realty, goods, services, or
extension of credit that meet both of the following requirements: (1)
the documents are addressed to a recipient with whom the initiator
does not have an existing business or personal relationship; and (2)
the documents are not sent at the request of, or with the express
consent of, the recipient; or (b) become TRUSTe licensed and to use
User Data only in strict accordance with TRUSTe's established policies
and procedures and subject to TRUSTe's oversight. If any user
requests, or if Yahoo requests at the specific direction of any user,
that Global Sports
23
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
remove all personally identifiable information relating to such user
from Global Sports' database and other records, then Global Sports
shall promptly remove such personally identifiable information from
its database and other records. For the purposes of this Section 15.4,
"User Data" shall not be deemed to include aggregate, non-personally
identifiable information.
15.5 Privacy of User Information. Global Sports shall ensure that all
---------------------------
information provided by users of a Global Sports Site or Global Sports
RMI Site is maintained, accessed and transmitted in a secure
environment and in compliance with industry standard security
specifications. Global Sports shall provide a link to its policy
regarding the protection of user data on those pages of a Global
Sports Site or Global Sports RMI Site where the user is requested to
provide personal or financial information. Global Sports represents
and warrants that it has reviewed the FTC Order and will not knowingly
engage in any conduct that would cause Yahoo to violate the FTC Order.
Global Sports agrees to follow and comply with all reasonable
instructions and directions of Yahoo to help ensure Yahoo's compliance
with the FTC Order.
16. Indemnification.
---------------
16.1 By Global Sports. Global Sports, at its own expense, will indemnify,
----------------
defend and hold harmless Yahoo and its employees, representatives,
agents and affiliates, against any claim, suit, action, or other
proceeding brought by a third party against Yahoo (and any resulting
liability or damages incurred by or awarded against Yahoo) based on or
arising from a claim that any Global Sports Brand Feature, any
material, product or service produced, distributed, offered or
provided by Global Sports, or any material presented on the Global
Sports Site, (a) infringes in any manner any copyright, patent,
trademark, trade secret or any other intellectual property right of
any third party, (b) is or contains any material or information that
is obscene, defamatory, libelous, slanderous, or that violates any law
or regulation, (c) is subject to any fees, royalties, licenses or any
other payments to any parties, (d) violates any rights of any person
or entity, including, without limitation, rights of publicity, privacy
or personality, (e) breaches any obligation of Global Sports under
this Agreement, or (f) has resulted in any consumer fraud, product
liability, tort, breach of contract, injury, damage or harm of any
kind to any third party; provided, however, that in any such case: (x)
-------- -------
Yahoo provides Global Sports with prompt notice of any such claim; (y)
Yahoo permits Global Sports to assume and control the defense of such
action upon Global Sports's written notice to Yahoo of its intention
to indemnify; and (z) upon Global Sports' written request, and at no
expense to Yahoo, Yahoo will provide to Global Sports all available
information and assistance necessary for Global Sports to defend such
claim. Global Sports will not enter into any settlement or compromise
of any such claim, which settlement or compromise would result in any
liability to Yahoo, without Yahoo's prior written consent. Global
Sports will pay any and all costs and expenses, including, but not
limited
24
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
to, reasonable attorneys' fees, incurred by Yahoo in connection with
or arising from any such claim, suit, action or proceeding if Global
Sports elects not to assume and control the defense of such claim,
suit or proceeding at its own expense; if Global Sports does assume
and control the defense of such claim, suit or proceeding at its own
expense, Yahoo will have the right to participate in such defense at
its own expense and with counsel of its own choice, subject to Global
Sports' control of such defense.
16.2 By Yahoo. Yahoo, at its own expense, will indemnify, defend and hold
--------
harmless Global Sports and its employees, representatives, agents and
affiliates, against any claim, suit, action, or other proceeding
brought by a third party against Global Sports or a Global Sports
Retailer (and any resulting liability or damages incurred by or
awarded against Global Sports or a Global Sports Retailer) based on or
arising from a claim that any Yahoo Brand Feature (a) infringes in any
manner any copyright, patent, trademark, trade secret or any other
intellectual property right of any third party, (b) is or contains any
material or information that is obscene, defamatory, libelous,
slanderous, or that violates any law or regulation, (c) is subject to
any fees, royalties, licenses or any other payments to any parties,
(d) violates any rights of any person or entity, including, without
limitation, rights of publicity, privacy or personality, (e) breaches
any obligation of Yahoo under this Agreement, or (f) has resulted in
any consumer fraud, product liability, tort, breach of contract,
injury, damage or harm of any kind to any third party; provided,
--------
however, that in any such case: (x) Global Sports provides Yahoo with
-------
prompt notice of any such claim; (y) Global Sports permits Yahoo to
assume and control the defense of such action upon Yahoo's written
notice to Global Sports of its intention to indemnify; and (z) upon
Yahoo's written request, and at no expense to Global Sports, Global
Sports will provide to Yahoo all available information and assistance
necessary for Yahoo to defend such claim. Yahoo will not enter into
any settlement or compromise of any such claim, which settlement or
compromise would result in any liability to Global Sports, without
Global Sports' prior written consent. Yahoo will pay any and all
costs and expenses, including, but not limited to, reasonable
attorneys' fees, incurred by Global Sports in connection with or
arising from any such claim, suit, action or proceeding if Yahoo
elects not to assume and control the defense of such claim, suit or
proceeding at its own expense; if Yahoo does assume and control the
defense of such claim, suit or proceeding at its own expense, Global
Sports will have the right to participate in such defense at its own
expense and with counsel of its own choice, subject to Yahoo's control
of such defense.
17. Limitation of Liability.
-----------------------
EXCEPT WITH RESPECT TO EACH PARTY'S OBLIGATIONS UNDER SECTION 16, UNDER NO
CIRCUMSTANCES SHALL GLOBAL SPORTS OR YAHOO BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING
FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
25
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE
OR ANTICIPATED PROFITS OR LOST BUSINESS.
18. Insurance.
---------
Global Sports agrees that it will obtain by November 1, 1999 or the Launch
Date (whichever occurs first), and maintain during the remainder of the
Term, insurance with coverage with a reputable carrier for commercial
general liability and errors and omissions of at least [*] dollars per
occurrence. Global Sports will name Yahoo as an additional insured on such
insurance and will provide evidence of such insurance to Yahoo within ten
(10) days of the Effective Date. Such insurance policy shall not be
cancelled or modified without Yahoo's prior written consent, which shall
not be unreasonably withheld.
19. General Provisions.
------------------
19.1 Independent Contractors. It is the intention of Yahoo and Global
-----------------------
Sports that Yahoo and Global Sports are, and shall be deemed to be,
independent contractors with respect to the subject matter of this
Agreement, and nothing contained in this Agreement shall be deemed or
construed in any manner whatsoever as creating any partnership, joint
venture, employment, agency, fiduciary or other similar relationship
between Yahoo and Global Sports.
19.2 Entire Agreement. This Agreement, together with all Exhibits,
----------------
represents the entire agreement between Yahoo and Global Sports with
respect to the subject matter hereof and thereof and shall supersede
all prior agreements and communications of the parties, oral or
written.
19.3 Amendment and Waiver. No amendment to, or waiver of, any provision
--------------------
of this Agreement shall be effective unless in writing and signed by
both parties. The waiver by any party of any breach or default shall
not constitute a waiver of any different or subsequent breach or
default.
19.4 Governing Law. This Agreement shall be governed by and interpreted
-------------
in accordance with the laws of the State of California without regard
to the conflicts of laws principles thereof.
19.5 Successors and Assigns. Neither party shall assign its rights or
----------------------
obligations under this Agreement without the prior written consent of
the other party, which shall not unreasonably be withheld or delayed.
Notwithstanding the foregoing, either party may assign this Agreement
to an entity who acquires substantially all of the stock or assets of
a party to this Agreement; provided that, consent will be required in
the event that the non assigning party reasonably determines that the
assignee will not have sufficient capital or assets to perform its
obligations hereunder, or that the assignee is a Competitor of the
non-assigning party. All terms and provisions of this Agreement shall
be binding upon and inure to the
26
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
benefit of the parties hereto and their respective permitted
transferees, successors and assigns.
19.6 Force Majeure. Neither party shall be liable for failure to perform
-------------
or delay in performing any obligation (other than the payment of
money) under this Agreement if such failure or delay is due to fire,
flood, earthquake, strike, war (declared or undeclared), embargo,
blockade, legal prohibition, governmental action, riot, insurrection,
damage, destruction or any other similar cause beyond the control of
such party.
19.7 Notices. All notices, requests and other communications called for by
-------
this agreement shall be deemed to have been given immediately if made
by facsimile or Electronic mail (confirmed by concurrent written
notice sent via overnight courier for delivery by the next business
day), if to Yahoo at 3420 Central Expressway, Santa Clara, CA 95051,
Fax: (408) 731-3301 Attention: Vice President (e-mail: [*]), with a
copy to its General Counsel (e-mail: [*]), and if to Global Sports at
the physical or electronic mail address set forth on the signature
page of this Agreement, or to such other addresses as either party
shall specify to the other. Notice by any other means shall be deemed
made when actually received by the party to which notice is provided.
19.8 Severability. If any provision of this Agreement is held to be
------------
invalid, illegal or unenforceable for any reason, such invalidity,
illegality or unenforceability shall not effect any other provisions
of this Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained
herein.
19.9 Sole Responsibility. Global Sports will remain solely responsible
-------------------
for the operation of the Global Sports Site, and Yahoo will remain
solely responsible for the operation of the Yahoo Properties. Each
party: (a) acknowledges that the Global Sports Site and the Yahoo
Properties may be subject to temporary shutdowns due to causes beyond
the operating party's reasonable control; and (b) subject to the
terms of this Agreement, retains sole right and control over the
programming, content and conduct of transactions over its respective
Internet-based service.
19.10 Counterparts. This Agreement may be executed in two counterparts,
------------
both of which taken together shall constitute a single instrument.
Execution and delivery of this Agreement may be evidenced by
facsimile transmission.
19.11 Authority. Each of Yahoo and Global Sports represents and warrants
---------
that the negotiation and entry of this Agreement will not violate,
conflict with, interfere with, result in a breach of, or constitute a
default under any other agreement to which they are a party.
19.12 Attorneys Fees. The prevailing party in any action to enforce this
--------------
Agreement shall be entitled to reimbursement of its expenses,
including reasonable attorneys' fees.
27
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
[signature page follows]
28
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
+
This Advertising and Promotion Agreement has been executed by the duly
authorized representatives of the parties, effective as of the Effective Date.
YAHOO! INC. GLOBAL SPORTS, INC.
By: By:
----------------------- ----------------------------
Name: Name:
--------------------- --------------------------
Title: Title:
-------------------- -------------------------
Attn: Chief Sales and Marketing Officer Attn: Chief Executive Officer
3420 Central Expressway 555 South Henderson Road,
Santa Clara, CA 95051 King of Prussia, PA 19406
Tel.: (408) 731-3300 Tel: (610) 878-8650
Fax: (408) 731-3301 Fax: (610) 768-0753
e-mail: [*] e-mail: [*]
29
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT A
(Global Sports Banner and Button Category Pages and
Global Sports Banner, Button and Shopping Keywords)
Global Sports Banner and Button Category Pages:
-----------------------------------------------
[*]
Global Sports Banner, Button and Shopping Keywords:
---------------------------------------------------
[*]
i
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT B
(screen shots attached)
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT C
Wire Transfer Instructions
Yahoo's Bank Information:
Institution Name: [*]
Institution Address: [*]
ABA: [*]
Beneficiary Name: [*]
Beneficiary Account Number: [*]
2
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT D
Mutual Nondisclosure Agreement Terms
1. "Confidential Information" as used in this Agreement shall mean any and
all technical and non-technical information, including patent, trade secret, and
proprietary information, techniques, sketches, drawings, models, inventions,
know-how, processes, apparatus, equipment, algorithms, software programs,
software source documents, and formulae related to the current, future and
proposed products and services of each of the parties, and includes, without
limitation, their respective information concerning product and feature plans,
research, experimental work, development, design details and specifications,
engineering, financial information, procurement requirements, purchasing,
manufacturing, customer lists, business forecasts, sales and merchandising, and
marketing plans and information.
2. If the Confidential Information is disclosed orally or visually, it
shall be identified as such at the time of disclosure and confirmed in a writing
to the recipient within thirty (30) days of such disclosure.
3. Each of the parties agrees that it will not make use of, disseminate, or
in any way disclose any Confidential Information of the other party to any
person, firm or business, except to the extent necessary for negotiations,
discussions, and consultations with personnel or authorized representatives of
the other party and any purpose the other party may hereafter authorize in
writing. Each of the parties agrees that it shall disclose Confidential
Information of the other party only to those of its employees and contractors
who need to know such information and who have previously agreed, either as a
condition to employment or in order to obtain the Confidential Information, to
be bound by terms and conditions substantially similar to those of this
Agreement.
4. There shall be no liability for disclosure or use of Confidential
Information which is: (a) in the public domain through no fault of the receiving
party, (b) rightfully received from a third party without any obligation of
confidentiality, (c) rightfully known to the receiving party without any
limitation on use or disclosure prior to its receipt from the disclosing party,
(d) independently developed by the receiving party, (e) generally made available
to third parties without any restriction on disclosure, or (f) communicated in
response to a valid order by a court or other governmental body, as otherwise
required by law, or as necessary to establish the rights of either party under
this Agreement (provided that the party so disclosing has provided the other
party with a reasonable opportunity to seek protective legal treatment for such
Confidential Information).
5. "Residual Information" shall mean any Confidential Information of the
disclosing party which may be retained in intangible form in the minds of those
individuals of the receiving party who have had proper access to such
Confidential Information and who did not intentionally memorize such information
in order to circumvent these confidentiality terms and conditions.
Notwithstanding anything else in this Agreement, the receiving party shall be
free to use any Residual Information for any
3
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
purpose whatsoever, including, without limitation, the development of its own
products, or business, provided that such Residual Information is not used in
connection with products that are directly competitive to those of the
disclosing party.
6. Each of the parties agrees that it shall treat all Confidential
Information of the other party with the same degree of care as it accords to its
own Confidential Information, and each of the parties represents that it
exercises reasonable care to protect its own Confidential Information.
7. Each of the parties agrees that it will not modify, reverse engineer,
decompile, create other works from, or disassemble any software programs
contained in the Confidential Information of the other party unless specifically
permitted to do so, in writing, by the disclosing party.
8. All materials (including, without limitation, documents, drawings,
models, apparatus, sketches, designs and lists) furnished to one party by the
other, and which are designated in writing to be the property of such party,
shall remain the property of such party and shall be returned to it promptly at
its request, together with any copies thereof.
9. This Exhibit D shall govern all communications between the parties that
are made during the Term of this Agreement, provided, however, that each party's
obligations under Sections 2 and 3 with respect to Confidential Information of
the other party which it has previously received shall continue unless and until
such Confidential Information falls within Sections 4 or 5. Neither party shall
communicate any information to the other in violation of the proprietary rights
of any third party. Neither party acquires any licenses under any intellectual
property rights of the other party under this Agreement.
4
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT E
Sports Events
[*] approximate dates only pending schedule to be determined by the league
[*] (Dates are not yet known but should run most of the month of [*])
[*] (day after [*] games thru [*])
[*] dates pending schedule to be determined by the league
5
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT F
Global Sports Retailers
Current Global Sports Retailers
-------------------------------
The Athletes Foot
Dunhams
Michigan Sporting Goods Distributors, Inc. (also known as "MC Sports")
Sport Chalet
JumboSports, Inc. (also known as "Sports and Recreation" or "Sports and Rec")
The Sports Authority
Pre-Approved (not currently a Global Sports Retailer, but approved by Yahoo)
----------------------------------------------------------------------------
[*]
Pre-Approved with restrictions:
-------------------------------
The following [*] entities shall be pre-approved as Global Sports Retailers only
with respect to such entities' [*] and not with respect to any other operations
or services (e.g., news or other content) and provided that in any event such
entities may only be promoted through [*] (and not within [*]).
[*]
6
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT G
YAHOO! REMOTE MERCHANT INTEGRATION (RMI)
STANDARD TERMS AND CONDITIONS
YAHOO! REMOTE MERCHANT INTEGRATION (RMI) AGREEMENT
THIS RMI AGREEMENT (the "Agreement") is made as of this third day of October,
1999 (the "Effective Date") between YAHOO! INC. ("Yahoo!"), a Delaware
corporation, and Global Sports Interactive, Inc. ("Merchant"), a Pennsylvania
corporation. This Agreement is being entered into in conjunction with the
Advertising and Promotion Agreement between Yahoo! and Merchant of even date
herewith (the "Advertising and Promotion Agreement"). In consideration of the
mutual promises contained herein, the parties agree as follows:
1. Merchant Product Information. Merchant will provide to Yahoo!, or will
permit Yahoo! to download, information relating to Merchant products in
accordance with Yahoo!'s technical and formatting specifications, which will
be substantially similar to those specifications attached hereto as Exhibit
1. Such information will include without limitation a Merchant identifier,
product name, product description, product price, URL for the web page on
the Merchant Site (as defined below) that contains the product, URL for the
web page on the Merchant Site that contains the product image and, if
applicable any warranty notices or disclaimers, product availability, return
information, sizes, colors, SKU numbers, html pages and graphic files,
including but not limited to graphical brand features (collectively referred
to as "Merchant Product Information"). Merchant agrees to update all
Merchant Product Information in accordance with the aforementioned technical
and formatting specifications no less frequently than [*] per [*]. Yahoo!
will host Merchant Product Information on Yahoo! servers and include
Merchant Product Information in Yahoo!'s U.S. based on-line shopping
property (referred to as "Yahoo! Shopping" or the "Service"). Yahoo! is
solely responsible for the design, layout, posting and maintenance of Yahoo!
Shopping.
2. Merchant Pages. Merchant will permit Yahoo! to download and display, via a
"Proxy Server" or other means, web pages from the web site operated by or on
behalf of Merchant (the "Merchant Site"). Such pages, any portions thereof
and any content therein, as modified and displayed by Yahoo!, are referred
to as "Merchant Pages."
3. Responsibilities and Rights with Respect to Merchant Product Information and
Merchant Pages. In the event that Yahoo! becomes aware of a potential
conflict between any Merchant Product Information or Merchant Pages and any
law or advertising guidelines of Yahoo! (currently available at
http://docs.yahoo.com/docs/advertising/ and subject to change from time to
time), Yahoo! will notify Merchant and may request that Merchant remove,
revise or replace such Merchant Product Information or Merchant Pages. If
the parties cannot resolve the matter within [*] of Yahoo!'s notice to
Merchant, Yahoo! reserves the right to remove or disable such Merchant
Product Information or Merchant Pages, but only to the extent reasonably
necessary to resolve the potential conflict. The foregoing only applies to
Merchant Product Information and Merchant Pages and does not affect
operation of or any material on the Merchant Site.
4. Customer Order Information.
(a) Order Placement and Fulfillment. Users of Yahoo! Shopping may search
for and navigate to Merchant Product Information and Merchant Pages via
Yahoo! Shopping pages designed and hosted by Yahoo!. Users of Yahoo!
Shopping will select items to be purchased from Merchant by using the
Yahoo! Shopping Cart. Check-out for orders will be conducted on
Merchant Pages (the "Check-out Pages"). Information relating to the
purchase of Merchant products via the Service, including product name,
product quantity, amount paid, user's proper name, shipping address,
billing address, email address and credit card information
7
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
("Customer Order Information") will be transmitted to Merchant.
Merchant will notify each user via email within twenty-four (24) hours
after Merchant receives the Customer Order Information whether the
order can or cannot be fulfilled. Merchant will be solely responsible
for all products offered by Merchant on Yahoo! Shopping, including
without limitation billing, shipping and fulfillment of goods, returns
and customer service and for any acts or omissions by Merchant that
occur in connection with such product offerings.
(b) Privacy and Consumer Protection. Merchant agrees to implement adequate
security protections to ensure the privacy of Customer Order
Information. Merchant further agrees (i) to become a licensee of TRUSTe
within [*] of the Effective Date of this Agreement; and (ii) to provide
a hypertext link on all Check-out Pages to Merchant's privacy policy.
If a user initiates a transaction but does not complete said
transaction, Merchant agrees to destroy all personally identifiable
Customer Order Information and agrees that it has no rights to such
personally identifiable Customer Order Information. If a user requests,
or if Yahoo! conveys such request to Merchant at the specific direction
of the user, that Merchant remove personal information relating to any
user from Merchant's database and other records, Merchant agrees to
remove such information promptly from its database or other records.
5. Information Maintained by Yahoo! and Relevant to the Transaction. In the
event that a registered Yahoo! user places an order for a Merchant product
via the Service, Yahoo! already may maintain information about the user in
Yahoo!'s proprietary databases that is relevant to the transaction,
including but not limited to that user's proper name, shipping address,
billing address, email address and credit card information. Merchant
acknowledges that Yahoo! may give registered Yahoo! users the option to have
certain input fields on Check-out Pages that request Customer Order
Information "populated" with applicable information about that registered
Yahoo! user from Yahoo!'s proprietary databases. For clarity, the parties
understand that such "population" by Yahoo! will not affect Merchant's
ownership of Customer Order Information, as set forth in Section 7(c), and
will not transfer, impair or otherwise limit Yahoo!'s rights in the
"populated" information.
6. Registration of Unregistered Yahoo! Users who Purchase from Merchant via the
Service. Merchant agrees that users who are not registered with Yahoo! may
be given the opportunity to register with Yahoo! before completing a
discrete transaction with Merchant via the Service.
7. Merchant Licenses to Yahoo!.
(a) Merchant Product Information. Merchant hereby grants to Yahoo! a
worldwide, non-exclusive, non-transferable license to use, display,
modify, make derivative works from, reproduce and distribute Merchant
Product Information and any portions thereof and any derivative works
therefrom during the Term (as defined below) in connection with the
Service on any Yahoo! branded or co-branded property, including without
limitation the right to incorporate Merchant Product Information into a
database and the right to display in any manner the results of search
queries and comparisons conducted by users of the Service. Yahoo! may
modify and create derivative works from Merchant Product Information
only to the extent reasonably necessary to fit the format of the
Service or to provide features of the Service; provided, however, that
no modification or derivative work will adversely affect the accuracy
of the underlying Merchant Production Information. Merchant also grants
to Yahoo! (i) the right to maintain such Merchant Product Information
on Yahoo! servers during the Term; (ii) the right to authorize the
downloading and printing of Merchant Product Information, or any
portion thereof, by users; and (iii) the right to use Merchant Product
Information for purposes of promoting Merchant products, Yahoo!
Shopping or Yahoo! generally.
(b) Merchant Pages. Merchant grants to Yahoo! a worldwide, non-exclusive,
non-transferable license to use, display, modify, make derivative works
from, reproduce and distribute Merchant Pages during the Term for
purposes of responding to particular queries by users of
8
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
the Service. Yahoo! may modify and create derivative works from
Merchant Pages only to the extent reasonably necessary to fit the
format of the Service or to provide features of the Service; provided,
however, that no modification or derivative work will adversely affect
the accuracy of the underlying content on Merchant Pages. Merchant also
grants to Yahoo! (i) the right to redirect certain hypertext links on
Merchant Pages to pages of the Yahoo! Shopping Cart or, with prior
approval of Merchant, to other pages in the Service and (ii) the right
to designate and display a Yahoo! URL for all Merchant Pages.
(c) Customer Order Information. Merchant owns Customer Order Information
and grants to Yahoo! a perpetual, worldwide, sublicensable, non-
exclusive license to use Customer Order Information in aggregate form,
such that Customer Order Information is not individually identifiable
to Merchant, for research, marketing or other promotional purposes.
(d) Incidental Sublicense Rights. Yahoo! will be entitled to sublicense the
rights set forth in Sections 7(a) and 7(b) to its Affiliates.
"Affiliates" means any company or other entity in which Yahoo! owns at
least a [*] ownership, equity or financial interest (excluding the [*],
as defined in Section 1 of the attached Advertising and Promotion
Agreement between Yahoo! and Global Sports Interactive).
8. Yahoo! Licenses to Merchant. Yahoo! may provide Merchant with access to
certain software owned by Yahoo! (the "Software") in order to, among other
things, facilitate the transmission of Customer Order Information to
Merchant. In the event that Yahoo! provides Merchant with access to
Software, the terms that govern such access to, and use of, said Software
will be mutually agreed upon by the parties.
9. Confidentiality. Each party acknowledges that Confidential Information may
be disclosed to the other party during the Term of this Agreement.
"Confidential Information" means any confidential, proprietary or trade
secret information relating to this Agreement or disclosed by one party to
the other party during the Term of this Agreement, including but not limited
to material terms of this Agreement, information about users (e.g. Customer
Order Information), guidelines and specifications, technical processes and
formulae, source codes, product designs, sales, cost and other unpublished
financial information, product and business plans, projections and marketing
data that is not (a) generally known to the public; (b) disclosed in public
materials or otherwise in the public domain through no fault of the
receiving party; (c) lawfully known to or independently developed by the
receiving party prior to disclosure by the disclosing party; (d) lawfully
obtained from a third party; or (e) required or reasonably advised to be
disclosed by law. Except as otherwise expressly provided in this Agreement,
each party agrees that (i) it will treat all Confidential Information of the
other party with the same degree of care as it accords to its own
Confidential Information and (ii) it will disclose Confidential Information
of the other party only to those of its agents or employees who need to know
such Confidential Information and who have agreed previously, either as a
condition of employment or in order to obtain the Confidential Information,
to be bound by terms substantially similar to those of this Section 9, or to
comply with the law or legal process.
10. Payments to Yahoo!. Merchant will pay to Yahoo! a non-refundable, non-
creditable fee equal to [*] of any Global Sports Revenue (as defined in the
Advertising and Promotion Agreement) earned by Merchant during the Term of
this Agreement (the "Revenue Share Fee"). (It is understood and agreed that
the Revenue Share Fee described in this Agreement is the same as, and is not
in addition to, the Revenue Share Fee described in the Advertising and
Promotion Agreement.) Merchant will pay such Revenue Share Fee [*] within
[*] days after the last day of each [*] of the Term and will accompany each
payment with a written report that includes (a) the total dollar amount of
Global Sports Revenue earned during the applicable period and (b) the
calculation of Revenue Share Fee due to Yahoo!. Merchant will maintain
complete and accurate records in accordance with generally accepted methods
of accounting for all activities relating to the Revenue Share Fee. Merchant
will permit a reputable independent certified public accounting
9
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
firm designated by Yahoo! and reasonably acceptable to Merchant to have
access, at a mutually agreed upon time during normal business hours, to its
records and books of account that relate to the Revenue Share Fee. Such
audits will not be required more often than once every [*] period of the
Term; provided, however, that Yahoo! may audit Merchant within [*] of any
audit in which a discrepancy of [*] or greater is discovered. If such a
discrepancy is discovered, Merchant will pay the amount of the error to
Yahoo! within ten (10) days of such error's discovery. Yahoo! will pay the
cost of any audit conducted pursuant to this Section 10; provided, however,
that Merchant will pay such audit's costs if a discrepancy of [*] or greater
is discovered through any such audit. At Merchant's request, Yahoo! will
require the accounting firm to sign a standard confidentiality agreement
acceptable in form and substance to Merchant, and the results of any such
audit will be considered Confidential Information of both parties, subject
to Section 9. Any portion of Revenue Share Fee that has not been paid to
Yahoo! within the time frame set forth above will bear interest at the
lesser of (i) one percent (1%) per month or (ii) the maximum amount allowed
by law. Notwithstanding the foregoing, any failure by Merchant to pay to
Yahoo! any Revenue Share Fee within the time frame set forth herein will
constitute a material breach of this Agreement.
11. Term and Termination. This Agreement will become effective as of the
Effective Date and will, unless sooner terminated as provided herein or as
otherwise agreed, remain effective [*] until terminated by either party with
no less than [*] written notice (the "Term"). No amendment to any provision
of this Agreement will be effective unless in writing and signed by both
parties. Upon termination, Yahoo! reserves the right to delete from its
servers any and all information related to Merchant, including but not
limited to Merchant Product Information. The last sentence of Section 4(b)
and the last sentence of this Section 11, as well as Sections 7(c), 9, 10
and 13 through 15, will survive termination or expiration of this Agreement.
12. Representations and Warranties.
(a) By Merchant. Merchant represents and warrants that it (i) has full
power and authority under all relevant laws and regulations to offer,
sell and distribute the products offered by it, including but not
limited to holding all necessary licenses from all necessary
jurisdictions to engage in the advertising and sale of such products,
and (ii) will not engage in any activities in connection with this
Agreement: (A) that constitute or encourage a violation of any
applicable law or regulation, including but not limited to the sale of
illegal goods or the violation of export control or obscenity laws; (B)
that infringe the rights of any third party, including but not limited
to the intellectual property, business, contractual or fiduciary rights
of others; and (C) that are in any way connected with the transmission
of the unsolicited distribution of email or with any unethical
marketing practices.
(b) By Yahoo!. Yahoo! represents and warrants that it (i) has full power
and authority under all relevant laws and regulations to offer and
provide the Service and (ii) will not engage in any activities in
connection with this Agreement that are in any way connected with the
transmission of the unsolicited distribution of email or with any
unethical marketing practices.
13. Indemnity.
(a) By Merchant. Merchant, at its own expense, will indemnify, defend and
hold harmless Yahoo! and its employees, representatives, agents and
affiliates against any claim, suit, action or other proceeding brought
by a third party against Yahoo! (and any resulting liability and
damages incurred by or awarded against Yahoo!) based on, or arising
from, a claim that any trademarks, service marks, logos or other
distinctive Merchant brand features, any material, product or service
produced, distributed, offered or provided by Merchant, or any material
presented on the Merchant Site, or any site that is linked from the
Merchant Site, (i) infringes in any manner any copyright, patent,
trademark, trade secret or any other intellectual property right of any
third party; (ii) is or contains any material or information that is
obscene, defamatory, libelous, slanderous or that violates any law or
regulation; (iii) is subject to any fees, royalties, licenses or any
other payments to any parties; (iv) violates any rights of any
10
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
person or entity, including without limitation the rights of
publicity, privacy or personality; (v) breaches any obligation of
Merchant under this Agreement; or (vi) has resulted in any consumer
fraud, product liability, tort, breach of contract, injury, damage or
harm of any kind to any third party; provided, however, that in any
such case: (A) Yahoo! provides Merchant with prompt notice of any such
claim; (B) Yahoo! permits Merchant to assume and control the defense
of such action upon Merchant's written notice to Yahoo! of its
intention to indemnify; and (C) upon Merchant's written request, and
at no expense to Yahoo!, Yahoo! will provide to Merchant all available
information and assistance necessary for Merchant to defend such
claim. Merchant will not enter into any settlement or compromise of
any such claim, which settlement or compromise would result in any
liability to Yahoo!, without Yahoo!'s prior written consent. Merchant
will pay any and all costs and expenses, including, but not limited
to, reasonable attorneys' fees, incurred by Yahoo! in connection with
or arising from any such claim, suit, action or proceeding if Merchant
elects not to assume and control the defense of such claim, suit or
proceeding at its own expense; if Merchant does assume and control the
defense of such claim, suit or proceeding at its own expense, Yahoo!
will have the right to participate in such defense at its own expense
and with counsel of its own choice, subject to Merchants' control of
such defense.
(b) By Yahoo!. Yahoo!, at its own expense, will indemnify, defend and hold
harmless Merchant and its employees, representatives, agents and
affiliates against any claim, suit, action or other proceeding brought
by a third party against Merchant or any Global Sports Retailer (as
defined in the Advertising and Promotion Agreement) (and any resulting
liability and damages incurred by or awarded against Merchant or any
Global Sports Retailer) based on, or arising from, a claim that any
trademarks, service marks, logos or other distinctive Yahoo! brand
feature (i) infringes in any manner any copyright, patent, trademark,
trade secret or any other intellectual property right of any third
party; (ii) is or contains any material or information that is
obscene, defamatory, libelous, slanderous or that violates any law or
regulation; (iii) is subject to any fees, royalties, licenses or any
other payments to any parties; (iv) violates any rights of any person
or entity, including without limitation the rights of publicity,
privacy or personality; (v) breaches any obligation of Yahoo! under
this Agreement; or (vi) has resulted in any consumer fraud, product
liability, tort, breach of contract, injury, damage or harm of any
kind to any third party; provided, however, that in any such case: (A)
Merchant provides Yahoo! with prompt notice of any such claim; (B)
Merchant permits Yahoo! to assume and control the defense of such
action upon Yahoo!'s written notice to Merchant of its intention to
indemnify; and (C) upon Yahoo!'s written request, and at no expense to
Merchant, Merchant will provide to Yahoo! all available information
and assistance necessary for Yahoo! to defend such claim. Yahoo! will
not enter into any settlement or compromise of any such claim, which
settlement or compromise would result in any liability to Merchant,
without Merchant's prior written consent. Yahoo! will pay any and all
costs and expenses, including, but not limited to, reasonable
attorneys' fees, incurred by Merchant in connection with or arising
from any such claim, suit, action or proceeding if Yahoo! elects not
to assume and control the defense of such claim, suit or proceeding at
its own expense; if Yahoo! does assume and control the defense of such
claim, suit or proceeding at its own expense, Merchant will have the
right to participate in such defense at its own expense and with
counsel of its own choice, subject to Yahoo's control of such defense.
14. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY AND DAMAGES. THE
SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS
INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICES WILL BE
UNINTERRUPTED, TIMELY OR ERROR-FREE.
CONFIDENTIAL
YAHOO! INC.
11
<PAGE>
EXECUTION COPY
EXCEPT WITH RESPECT TO EACH PARTY'S OBLIGATIONS UNDER SECTION 13, UNDER NO
CIRCUMSTANCES WILL MERCHANT OR YAHOO! BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING
FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOST BUSINESS.
15. Miscellaneous. Any and all press releases and other public announcements
relating to this Agreement and/or the underlying transactions between
Yahoo! and Merchant, including the method and timing of such announcements,
must be approved in advance by the parties in writing. Each party reserves
the right to withhold approval of any public announcement in its reasonable
discretion. Any notices or communications will be by electronic mail or in
writing and will be deemed delivered upon receipt to the party to whom such
communication is directed. If to Yahoo!, such notices will be addressed to
3420 Central Expressway, Santa Clara, CA 95051. If to Merchant, such
notices will be addressed to the electronic or mailing address specified on
the signature page of this Agreement. The section headings in this
Agreement are for convenience only and may not be relied upon to construe
or otherwise interpret this Agreement. This Agreement constitutes the
final, complete and exclusive statement of the agreement between the
parties with respect to its subject matter and supersede all previous
proposals. This Agreement and the relationship between Merchant and Yahoo!
will be governed by the laws of the state of California without regard to
its conflict of law provisions. In the event that a lawsuit is initiated by
Merchant against Yahoo!, all actions arising out of or relating to this
Agreement will be heard and determined exclusively by the Superior Court of
the State of California for the County of Santa Clara or the United States
District Court for the Northern District of California. In the event that a
lawsuit is initiated by Yahoo! against Merchant, all actions arising out of
or relating to this Agreement will be heard and determined exclusively by a
court of competent jurisdiction in the state of Pennsylvania. If any
provision of this Agreement is found invalid or unenforceable, that
provision will be enforced to the maximum extent permissible, and the other
provisions of this Agreement will remain in full force. Neither party's
failure to exercise or enforce any right or provision of this Agreement
will constitute a waiver of such right or provision. Both parties agree
that, regardless of any statute or law to the contrary, any claim or cause
of action arising out of or related to use of the Service or this Agreement
must be filed within one (1) year after such claim or cause of action
arose, or be forever barred.
[SIGNATURE PAGE FOLLOWS]
CONFIDENTIAL
YAHOO! INC.
12
<PAGE>
EXECUTION COPY
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
YAHOO! INC.
By: By:
---------------------- ----------------------
Title: Title:
------------------- -------------------
Address: Address:
----------------- -----------------
----------------- -----------------
Telecopy: Telecopy:
---------------- ----------------
E-mail: E-mail:
------------------ ------------------
CONFIDENTIAL
YAHOO! INC.
13
<PAGE>
EXECUTION COPY
EXHIBIT 1
TECHNICAL AND FORMATTING SPECIFICATIONS
================================================================================
Technical Requirements (for informational purposes only):
================================================================================
This is a draft of the basic technical support required from a merchant in order
to incorporate its shopping site into the Yahoo! RMI program.
First, the Yahoo! production and engineering team needs a technical contact for
possible inquiries about any technical issues that may come up during the
process of integrating the merchant site into Yahoo! Shopping.
Second, the Yahoo! team needs to have a test account or similar mechanism that
can be used either at the merchant's production site or test server(s). This
account needs to contain the necessary information such as registered name,
password, credit card number, etc. so that the Yahoo! team can use it to fully
test the integrated workflow, from simple search/browse to product checkout,
without actually incurring any real expenses.
Third, in order to incorporate the merchant products into the Yahoo! Shopping
search and browse tree, the merchant needs to provide a product feed to Yahoo!.
The feed should be a flat file where each line represents a product item,
containing fields separated by tab (can be other symbols not used in the
fields). The required fields in the feed include the following: unique-id,
product-url, product-name, product-description, price, product-image-url.
There are some optional fields the merchant may supply to help improve search
results and enhance the chance of its products being quickly incorporated into
the Yahoo! Shopping browse tree: [*] (the merchant can fill in the values such
as [*].
Operationally, the preferred mode is the merchant putting the feed file on some
server where it can be downloaded. However, it is possible for the Yahoo! team
to set up an FTP account for the merchant to upload the feed file as well.
Fourth, the Yahoo! team prefers to have access to test server(s) to conduct a
stress test with a large amount of generated testing traffic. This is needed to
measure several key performance metrics to help Yahoo! support the merchant site
under heavy load. Using testing servers helps to avoid or minimize possible
disruption at the merchant's production site.
Finally, if the merchant site employs a certain load balancing package, it must
be configured in such a way that traffic from the Yahoo! RMI program, which is
typically originated from one single server, are handled either by multiple
servers, or a high capacity server that can sustain heavy traffic with good
performance.
================================================================================
Datafeed Spec:
================================================================================
Below you will find the format for the data feed that we need in order for your
products to show up in our Search and Browse. The yahoo-category-path is
optional and exact structure of this field is defined below. Including this
field can help improve search results, especially searches not confined to a
specific category.
CONFIDENTIAL
YAHOO! INC.
14
<PAGE>
EXECUTION COPY
If you omit this field, we do still need the separator (tab) there so that we
can bypass it as an empty field. Operationally, we would prefer that you set up
a server from which we can download the file, instead of you sending the file to
our server.
Data Feed Format:
A [*] where each [*] represents a [*], containing [*] separated by [*] (can be
[*]
[*]
[*] definition:
This field should [*]. You can view our [*] at [*]. The field should be
formatted exactly as on this website, so that you can copy and paste directly
from this site.
i.e. [*]
CONFIDENTIAL
YAHOO! INC.
15
<PAGE>
EXECUTION COPY
EXHIBIT H
Pre-Existing Yahoo Merchants
ADVERTISER END DATE
---------- --------
(not taking into account
any renewals)
[*]
CONFIDENTIAL
YAHOO! INC.
16
<PAGE>
EXECUTION COPY
EXHIBIT I
Global Sports Athlete Sponsorship Specifications
(attached)
--------------------------------------------------------------------------------------------------------
Page Location Type Time Size
--------------------------------------------------------------------------------------------------------
Yahoo! Sports Front Page East column Text link Text link below chat announcement up [*]
to [*] prior to actual chat event
--------------------------------------------------------------------------------------------------------
League Pages (MLB, NFL, East column Text link Text link below chat announcement up [*]
NBA, Tennis, Etc.) to [*] prior to actual chat event
--------------------------------------------------------------------------------------------------------
Event Listings/Athlete West Module Sponsor's ad will appear with [*]
Directory announcement of the upcoming chat.
Duration will be [*]
--------------------------------------------------------------------------------------------------------
Player's Index North Banner For term within the sponsored [*]
athlete's index Standard
--------------------------------------------------------------------------------------------------------
Player's Index NorthNorth Masthead For term within the sponsored [*]
athlete's index
--------------------------------------------------------------------------------------------------------
Official Club North Text link For term within the sponsored [*]
athlete's club
--------------------------------------------------------------------------------------------------------
Journal North Banner For term within the sponsored [*]
athlete's index
--------------------------------------------------------------------------------------------------------
Journal NorthNorth Masthead For term within the sponsored [*]
athlete's index same as above
--------------------------------------------------------------------------------------------------------
Transcripts (archive) North Banner For term within the sponsored [*]
athlete's index
--------------------------------------------------------------------------------------------------------
Transcripts (archive) NorthNorth Masthead For term within the sponsored [*]
athlete's index same as above
--------------------------------------------------------------------------------------------------------
Chat (textlinks) Central Text link [*] prior to chat event [*]
--------------------------------------------------------------------------------------------------------
Chat (Live Chat) North Banner Duration of chat event [*]
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
CONFIDENTIAL
YAHOO! INC.
17
<PAGE>
EXECUTION COPY
CONFIDENTIAL
YAHOO! INC.
18
<PAGE>
EXECUTION COPY
EXHIBIT J
FTC DECISION AND ORDER
9823015
B251544
UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
COMMISSIONERS:
Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
In the Matter of
GEOCITIES, a corporation.
DOCKET NO. C-3850
DECISION AND ORDER
The Federal Trade Commission having initiated an investigation of certain acts
and practices of the respondent named in the caption hereof, and the respondent
having been furnished thereafter with a copy of a draft of complaint which the
Bureau of Consumer Protection proposed to present to the Commission for its
consideration and which, if issued by the Commission, would charge respondent
with violation of the Federal Trade Commission Act; and
The respondent, its attorneys, and counsel for Federal Trade Commission having
thereafter executed an agreement containing a consent order, an admission by the
respondent of all the jurisdictional facts set forth in the aforesaid draft of
complaint, a statement that the signing of said agreement is for settlement
purposes only and does not constitute an admission by respondent that the law
has been violated as alleged in such complaint, or that the facts as alleged in
such complaint, other than jurisdictional facts, are true and waivers and other
provisions as required by the Commission's Rules; and
The Commission having considered the matter and having determined that it had
reason to believe that the respondent has violated the said Act, and that
complaint should issue stating its charges in that respect, and having thereupon
accepted the executed consent agreement and placed such agreement on the public
record for a period of sixty (60) days, and having duly considered the comments
filed thereafter by interested persons pursuant to (S) 2.34 of its Rules, now in
further conformity with the procedure prescribed in (S) 2.34 of its Rules, the
Commission hereby issues its complaint, makes the following jurisdictional
findings and enters the following order:
1. Respondent GeoCities, is a corporation organized, existing, and doing
business under and by virtue of the laws of the State of California, with its
office or principal place of business located at 1918 Main Street, Suite 300,
Santa Monica, California 90405.
19
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
2. The Federal Trade Commission has jurisdiction of the subject matter of this
proceeding and of the respondent, and the proceeding is in the proceeding is
in the public interest.
ORDER
DEFINITIONS
For purposes of this order, the following definitions shall apply:
1. "Child" or "children" shall mean a person of age twelve (12) or under.
2. "Parents" or "parental" shall mean a legal guardian, including, but not
limited to, a biological or adoptive parent.
3. "Personal identifying information" shall include, but is not limited to,
first and last name, home or other physical address (e.g., school), e-mail
address, telephone number, or any information that identifies a specific
individual, or any information which when tied to the above becomes
identifiable to a specific individual.
4. "Disclosure" or "disclosed to third party(ies)" shall mean (a) the release
of information in personally identifiable form to any other individual, firm,
or organization for any purpose or (b) making publicly available such
information by any means including, but not limited to, public posting on or
through home pages, pen pal services, e-mail services, message boards, or chat
rooms.
5. "Clear(ly) and prominent(ly)" shall mean in a type size and location that
are not obscured by any distracting elements and are sufficiently noticeable
for an ordinary consumer to read and comprehend, and in a typeface that
contrasts with the background against which it appears.
6. "Archived" database shall mean respondent's off-site "back-up" computer
tapes containing member profile information and GeoCities Web site
information.
7. "Electronically verifiable signature" shall mean a digital signature or
other electronic means that ensures a valid consent by requiring: (1)
authentication (guarantee that the message has come from the person who claims
to have sent it); (2) integrity (proof that the message contents have not been
altered, deliberately or accidentally, during transmission); and (3) non-
repudiation (certainty that the sender of the message cannot later deny
sending it).
8. "Express parental consent" shall mean a parent's affirmative agreement that
is obtained by any of the following means: (1) a signed statement transmitted
by postal mail or facsimile; (2) authorizing a charge to a credit card via a
secure server; (3) e-mail accompanied by an electronically verifiable
signature; (4) a procedure that is specifically authorized by statute,
regulation, or guideline issued by the Commission; or (5) such other procedure
that ensures verified parental consent and ensures the identity of the parent,
such as the use of a reliable certifying authority.
20
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
9. Unless otherwise specified, "respondent" shall mean GeoCities, its
successors and assigns and its officers, agents, representatives, and
employees.
10. "Commerce" shall mean as defined in Section 4 of the Federal Trade
Commission Act, 15 U.S.C. (S) 44.
I.
IT IS ORDERED that respondent, directly or through any corporation, subsidiary,
division, or other device, in connection with any online collection of personal
identifying information from consumers, in or affecting commerce, shall not make
any misrepresentation, in any manner, expressly or by implication, about its
collection or use of such information from or about consumers, including, but
not limited to, what information will be disclosed to third parties and how the
information will be used.
II.
IT IS FURTHER ORDERED that respondent, directly or through any corporation,
subsidiary, division, or other device, in connection with any online collection
of personal identifying information from consumers, in or affecting commerce,
shall not misrepresent, in any manner, expressly or by implication, the identity
of the party collecting any such information or the sponsorship of any activity
on its Web site.
III.
IT IS FURTHER ORDERED that respondent, directly or through any corporation,
subsidiary, division, or other device, in connection with the online collection
of personal identifying information from children, in or affecting commerce,
shall not collect personal identifying information from any child if respondent
has actual knowledge that such child does not have his or her parent's
permission to provide the information to respondent. Respondent shall not be
deemed to have actual knowledge if the child has falsely represented that (s)he
is not a child and respondent does not knowingly possess information that such
representation is false.
IV.
IT IS FURTHER ORDERED that respondent, directly or through any corporation,
subsidiary, division, or other device, in connection with the online collection
of personal identifying information, in or affecting commerce, shall provide
clear and prominent notice to consumers, including the parents of children, with
respect to respondent's practices with regard to its collection and use of
personal identifying information. Such notice shall include, but is not limited
to, disclosure of:
A. what information is being collected (e.g., "name," "home address," "e-mail
address," "age," "interests");
B. its intended use(s);
C. the third parties to whom it will be disclosed (e.g., "advertisers of
consumer products," mailing list companies," "the general public");
D. the consumer's ability to obtain access to or directly access such
information and the means by which (s)he may do so;
E. the consumer's ability to remove directly or have the information removed
from respondent's databases and the means by which (s)he may do so; and
21
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
F. the procedures to delete personal identifying information from respondent's
databases and any limitations related to such deletion.
Such notice shall appear on the home page of respondent's Web site(s) and at
each location on the site(s) at which such information is collected.
Provided that, respondent shall not be required to include the notice at the
-------------
locations at which information is collected if such information is limited to
tracking information and the collection of such information is described in the
notice required by this Part.
Provided further that, for purposes of this Part, compliance with all of the
---------------------
following shall be deemed adequate notice: (a) placement of a clear and
prominent hyperlink or button labeled PRIVACY NOTICE on the home page(s), which
directly links to the privacy notice screen(s); (b) placement of the information
required in this Part clearly and prominently on the privacy notice screen(s),
followed on the same screen(s) with a button that must be clicked on to make it
disappear; and (c) at each location on the site at which any personal
identifying information is collected, placement of a clear and prominent
hyperlink on the initial screen on which the collection takes place, which links
directly to the privacy notice and which is accompanied by the following
statement in bold typeface:
NOTICE: We collect personal information on this site. To learn more about how we
use your information click here.
V.
IT IS FURTHER ORDERED that respondent, directly or through any corporation,
subsidiary, division, or other device, in connection with the online collection
of personal identifying information from children, in or affecting commerce,
shall maintain a procedure by which it obtains express parental consent prior to
collecting and using such information.
Provided that, respondent may implement the following screening procedure that
-------------
shall be deemed to be in compliance with this Part. Respondent shall collect and
retain certain personal identifying information from a child, including birth
date and the child's and parent's e-mail addresses (hereafter "screening
information"), enabling respondent to identify the site visitor as a child and
to block the child's attempt to register with respondent without express
parental consent. If respondent elects to have the child register with it,
respondent shall: (1) give notice to the child to have his/her parent provide
express parental consent to register; and/or (2) send a notice to the parent's
e-mail address for the purpose of obtaining express parental consent. The notice
to the child or parent shall provide instructions for the parent to: (1) go to a
specific URL on the Web site to receive information on respondent's practices
regarding its collection and use of personal identifying information from
children and (2) provide express parental consent for the collection and use of
such information. Respondent's collection of screening information shall be by a
manner that discourages children from providing personal identifying information
in addition to the screening information. All personal identifying information
collected from a child shall be held by respondent in a secure manner and shall
not be used in any manner other than to effectuate the notice to the child or
parent, or to block the child from further attempts to register or otherwise
provide personal identifying information to respondent without express parental
consent. The personal identifying information collected shall not be disclosed
to any third party prior to the receipt of express parental consent. If express
parental consent is not received by twenty
22
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
(20) days after respondent's collection of the information from the child,
respondent shall remove all such personal identifying information from its
databases, except such screening information necessary to block the child from
further attempts to register or otherwise provide personal identifying
information to respondent without express parental consent.
VI.
Nothing in this order shall prohibit respondent from collecting personal
identifying information from children or from using such information, as
specifically permitted in the Children's Online Privacy Protection Act of 1998
(without regard to the effective date of the Act) or as such Act may hereafter
be amended; regulations or guides promulgated by the Commission; or self-
regulatory guidelines approved by the Commission pursuant to the Act.
VII.
IT IS FURTHER ORDERED that respondent GeoCities, and its successors and assigns,
shall provide a reasonable means for consumers, including the parents of
children, to obtain removal of their or their children's personal identifying
information collected and retained by respondent and/or disclosed to third
parties, prior to the date of service of this order, as follows:
A. Respondent shall provide a clear and prominent notice to each consumer over
the age of twelve (12) from whom it collected personal identifying information
and disclosed that information to CMG Information Services, Inc., describing
such consumer's options as stated in Part VI.C and the manner in which (s)he
may exercise them.
B. Respondent shall provide a clear and prominent notice to the parent of each
child from whom it collected personal identifying information prior to May 20,
1998, describing the parent's options as stated in Part VI.C and the manner in
which (s)he may exercise them.
C. Respondent shall provide the notice within thirty (30) days after the date
of service of this order by e-mail, postal mail, or facsimile. Notice to the
parent of a child may be to the e-mail address of the parent and, if not known
by respondent, to the e-mail address of the child. The notice shall include
the following information:
1. the information that was collected (e.g., "name," "home address," "e-
mail address," "age," "interests"); its use(s) and/or intended use(s); and
the third parties to whom it was or will be disclosed (e.g., "advertisers
of consumer products," "mailing list companies," "the general public") and
with respect to children, that the child's personal identifying information
may have been made public through various means, such as by publicly
posting on the child's personal home page or disclosure by the child
through the use of an e-mail account;
2. the consumer's and childs parents right to obtain access to such
information and the means by which (s)he may do so;
23
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
3. the consumer's and childs parent's right to have the information removed
from respondent's or a third party's databases and the means by which (s)he
may do so;
4. a statement that childrens information will not be disclosed to third
parties, including public posting, without express parental consent to the
disclosure or public posting;
5. the means by which express parental consent may be communicated to the
respondent permitting disclosure to third parties of a child's information;
and
6. a statement that the failure of a consumer over the age of twelve (12)
to request removal of the information from respondent's databases will be
deemed as approval to its continued retention and/or disclosure to third
parties by respondent.
D. Respondent shall provide to consumers, including the parents of children, a
reasonable and secure means to request access to or directly access their or
their childrens personal identifying information. Such means may include
direct access through password protected personal profile, return e-mail
bearing an electronically verifiable signature, postal mail, or facsimile.
E. Respondent shall provide to consumers, including the parents of children, a
reasonable means to request removal of their or their childrens personal
identifying information from respondent's and/or the applicable third party's
databases or an assurance that such information has been removed. Such means
may include e-mail, postal mail, or facsimile.
F. The failure of a consumer over the age of twelve (12) to request the
actions specified above within twenty (20) days after his/her receipt of the
notice required in Part VI.A shall be deemed to be consent to the
information's continued retention and use by respondent and any third party.
G. Respondent shall provide to the parent of a child a reasonable means to
communicate express parental consent to the retention and/or disclosure to
third parties of his/her child's personal identifying information. Respondent
shall not use any such information or disclose it to any third party unless
and until it receives express parental consent.
H. If, in response to the notice required in Part VI.A, respondent has
received a request by a consumer over the age of twelve (12) that respondent
should remove from its databases the consumer's personal identifying
information or has not received the express consent of a parent of a child to
the continued retention and/or disclosure to third parties of a child's
personal identifying information by respondent within twenty (20) days after
the parent's receipt of the notice required in Part VI.B, respondent shall
within ten (10) days:
24
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
1. Discontinue its retention and/or disclosure to third parties of such
information, including but not limited to (a) removing from its databases
all such information, (b) removing all personal home pages created by the
child, and (c) terminating all e-mail accounts for the child; and
2. Contact all third parties to whom respondent has disclosed the
information, requesting that they discontinue using or disclosing that
information to other third parties, and remove the information from their
databases.
With respect to any consumer over the age of twelve (12) or any parent of a
child who has consented to respondent's continued retention and use of
personal identifying information pursuant to this Part, such consumer's or
parent's continuing right to obtain access to his/her or a child's personal
identifying information or removal of such information from respondent's
databases shall be as specified in the notice required by Part IV of this
order.
I. Within thirty (30) days after the date of service of this order, respondent
shall obtain from a responsible official of each third party to whom it has
disclosed personal identifying information and from each GeoCities Community
Leader a statement stating that (s)he has been advised of the terms of this
order and of respondent's obligations under this Part, and that (s)he agrees,
upon notification from respondent, to discontinue using or disclosing a
consumer's or child's personal identifying information to other third parties
and to remove any such information from its databases.
J. As may be permitted by law, respondent shall cease to do business with any
third party that fails within thirty (30) days of the date of service of this
order to provide the statement set forth in Part VI.I or whom respondent knows
or has reason to know has failed at any time to (a) discontinue using or
disclosing a child's personal identifying information to other third parties,
or (b) remove any such information from their databases. With respect to any
GeoCities Community Leader, the respondent shall cease the Community Leader
status of any person who fails to provide the statement set forth in Part VI.I
or whom respondent knows or has reason to know has failed at any time to (a)
discontinue using or disclosing a child's personal identifying information to
other third parties, or (b) remove any such information from their databases.
For purposes of this Part: "third party(ies)" shall mean each GeoCities
--------------------------
Community Leader, CMG Information Services, Inc., Surplus Software, Inc.
(Surplus Direct/Egghead Computer), Sage Enterprises, Inc. (GeoPlanet/Planetall),
Netopia, Inc. (Netopia), and InfoBeat/Mercury Mail (InfoBeat).
VIII.
IT IS FURTHER ORDERED that for the purposes of this order, respondent shall not
be required to remove personal identifying information from its archived
database if such information is retained solely for the purposes of Web site
system maintenance, computer file back-up, to block a child's attempt to
register with or otherwise provide personal
25
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
identifying information to respondent without express parental consent, or to
respond to requests for such information from law enforcement agencies or
pursuant to judicial process. Except as necessary to respond to requests from
law enforcement agencies or pursuant to judicial process, respondent shall not
disclose to any third party any information retained in its archived database.
In any notice required by this order, respondent shall include information,
clearly and prominently, about its policies for retaining information in its
archived database.
IX.
IT IS FURTHER ORDERED that for five (5) years after the date of this order,
respondent GeoCities, and its successors and assigns, shall place a clear and
prominent hyperlink within its privacy statement which states as follows in bold
typeface:
NOTICE: Click here for important information about safe surfing from the Federal
Trade Commission.
The hyperlink shall directly link to a hyperlink/URL to be provided to
respondent by the Commission. The Commission may change the hyperlink/URL upon
thirty (30) days prior written notice to respondent.
X.
IT IS FURTHER ORDERED that respondent GeoCities, and its successors and assigns,
shall maintain and upon request make available to the Federal Trade Commission
for inspection and copying the following:
A. For five (5) years after the last date of dissemination of a notice
required by this order, a print or electronic copy in HTML format of all
documents relating to compliance with Parts IV through VIII of this order,
including, but not limited to, a sample copy of every information collection
form, Web page, screen, or document containing any representation regarding
respondent's information collection and use practices, the notice required by
Parts IV through VI, any communication to third parties required by Part VI,
and every Web page or screen linking to the Federal Trade Commission Web site.
Each Web page copy shall be accompanied by the URL of the Web page where the
material was posted online. Electronic copies shall include all text and
graphics files, audio scripts, and other computer files used in presenting
information on the World Wide Web; and
Provided that, after creation of any Web page or screen in compliance with this
-------------
order, respondent shall not be required to retain a print or electronic copy of
any amended Web page or screen to the extent that the amendment does not affect
respondent's compliance obligations under this order.
B. For five (5) years after the last collection of personal identifying
information from a child, all materials evidencing the express parental
consent given to respondent.
XI.
IT IS FURTHER ORDERED that respondent GeoCities, and its successors and assigns,
shall deliver a copy of this order to all current and future principals,
officers, directors, and managers, and to all current and future employees,
agents, and representatives having responsibilities with respect to the subject
matter of this order. Respondent shall deliver this order to current personnel
within thirty (30) days after the date of service of this
26
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
order, and to future personnel within thirty (30) days after the person assumes
such position or responsibilities.
XII.
IT IS FURTHER ORDERED that respondent GeoCities, and its successors and assigns,
shall establish an "information practices training program" for any employee or
GeoCities Community Leader engaged in the collection or disclosure to third
parties of consumers' personal identifying information. The program shall
include training about respondent's privacy policies, information security
procedures, and disciplinary procedures for violations of its privacy policies.
Respondent shall provide each such current employee and GeoCities Community
Leader with information practices training materials within thirty (30) days
after the date of service of this order, and each such future employee or
GeoCities Community Leader such materials and training within thirty (30) days
after (s)he assumes his/her position or responsibilities.
XIII.
IT IS FURTHER ORDERED that respondent GeoCities, and its successors and assigns,
shall notify the Commission at least thirty (30) days prior to any change in the
corporation that may affect compliance obligations arising under this order,
including, but not limited to, a dissolution, assignment, sale, merger, or other
action that would result in the emergence of a successor corporation; the
creation or dissolution of a subsidiary, parent, or affiliate that engages in
any acts or practices subject to this order; the proposed filing of a bankruptcy
petition; or a change in the corporate name or address. Provided, however, that,
-----------------
with respect to any proposed change in the corporation about which respondent
learns less than thirty (30) days prior to the date such action is to take
place, respondent shall notify the Commission as soon as is practicable after
obtaining such knowledge. All notices required by this Part shall be sent by
certified mail to the Associate Director, Division of Enforcement, Bureau of
Consumer Protection, Federal Trade Commission, Washington, D.C. 20580.
XIV.
IT IS FURTHER ORDERED that respondent GeoCities, and its successors and assigns,
shall, within sixty (60) days after service of this order, and at such other
times as the Federal Trade Commission may require, file with the Commission a
report, in writing, setting forth in detail the manner and form in which they
have complied with this order.
XV.
This order will terminate on February 5, 2019, or twenty (20) years from the
most recent date that the United States or the Federal Trade Commission files a
complaint (with or without an accompanying consent decree) in federal court
alleging any violation of the order, whichever comes later; provided, however,
-----------------
that the filing of such a complaint will not affect the duration of:
A. Any Part in this order that terminates in less than twenty (20) years;
B. This order's application to any respondent that is not named as a defendant
in such complaint; and
C. This order if such complaint is filed after the order has terminated
pursuant to this Part.
27
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
Provided, further, that if such complaint is dismissed or a federal court rules
-----------------
that the respondent did not violate any provision of the order, and the
dismissal or ruling is either not appealed or upheld on appeal, then the order
will terminate according to this Part as though the complaint had never been
filed, except that the order will not terminate between the date such complaint
is filed and the later of the deadline for appealing such dismissal or ruling
and the date such dismissal or ruling is upheld on appeal.
By the Commission.
Donald S. Clark
Secretary
ISSUED: February 5, 1999
SEAL
28
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT K
Global Sports Competitors
-------------------------
[*]
29
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT L
Barter Media
------------
1. In-Store Promotions (Estimated Media Value: [*]):
------------------------------------------------
(a) As soon as reasonably practicable but no later than [*] days after the
Effective Date, Global Sports shall provide the following promotions in no less
than [*] stores of The Sports Authority (the "Promotion Stores"). Global Sports
shall provide in the entrance of each of the Promotion Stores a fixed [*]
"Leaseline" poster display (the "Yahoo Poster"). Such poster shall: (i) contain
a message similar in form to: [*] (ii) be displayed prominently in the front of
each Promotion Store (e.g., at the cash register, exit, or entrance); (iii) be
displayed continuously until the Combined Traffic of the Promotion Stores equals
or exceeds [*]; and (iv) be approved by Yahoo. "Combined Traffic" shall mean
the combined number of visitors to the Promotion Stores beginning, with respect
to each individual Promotion Store, on the date that such Promotion Store
displays the Yahoo Poster. Global Sports shall provide Yahoo: (x) an advance
written list identifying each of the Promotion Stores and the date such
Promotion Store will begin displaying the Yahoo Poster (updated as necessary),
and (y) satisfactory verification of the calculation of visitors to the
Promotion Stores. No Promotion Store's visitors shall be included as part of
the Combined Traffic unless and until the foregoing information has been
provided to Yahoo.
(b) At Yahoo's option, for [*] of the Term, Global Sports shall ensure that a
"Yahoo Bag Stuffer" is placed in the shopping bag of each Promotion Store
customer that purchases an item and receives a shopping bag. "Yahoo Bag
Stuffer" shall mean an item easily placed in a shopping bag (e.g., a compact
disc or coupon book). Yahoo shall pay the printing costs associated with any
Yahoo Bag Stuffer and provide Global Sports at least sixty (60) days notice
prior to the date on which such Yahoo Bag Stuffer promotion begins.
2. Newspaper Promotions (Estimated Media Value: [*]):
-----------------------------------------------------
As soon as reasonably practicable but no later than [*], Global Sports Retailers
shall place advertising (the "Newspaper Ads") in certain U.S. newspapers (the
Promotion Newspapers"). The Newspaper Ads shall: (i) include a promotion of
Yahoo which shall take the form of a [*] "starburst or other advertising unit
mutually agreed upon by the parties;" (ii) contain a message similar in form to:
[*] (or such other message mutually agreed upon by the parties);" and (iii) be
included in no less than [*] copies of Promotion Newspapers (or inserts within
such number of Promotion Newspaper copies). Global Sports shall: (x) provide
Yahoo advance notice prior to the running of any Newspaper Ads; (y) receive
Yahoo's prior written approval with respect to the appearance of any Yahoo Brand
Feature in the Newspaper Ads; and (z) provide Yahoo satisfactory verification of
the scope of the Newspaper Ads distribution (e.g., the applicable insertion
orders).
30
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT M
(form of press release)
DRAFT 10/1/99
Company Contact: Michael R. Conn
Senior Vice President Strategic Development
(610) 878-0900
Connm@globalsportsinc.com
-------------------------
FOR IMMEDIATE RELEASE
GLOBAL SPORTS AND YAHOO! SIGN MARKETING AGREEMENT
Sporting Goods E-Tailer and Yahoo! team up to Provide Merchandising for the
Sports & Recreation Section of Yahoo! Shopping
Leading Sporting Goods Retailers to be Prominently Promoted Through Unique
Marketing Program
KING OF PRUSSIA, PENNSYLVANIA, OCTOBER XX, 1999 - GLOBAL SPORTS, INC. (NASDAQ:
GSPT), an e-Tail company that operates under exclusive long-term agreements the
Internet businesses of leading sporting goods retailers, including The Sports
Authority, The Athlete's Foot, Sport Chalet, MC Sports, and Sports & Recreation,
announced today a marketing relationship with Yahoo! Inc., a leading global
Internet media company. Under the agreement, Global Sports' partners' Web sites
will be prominently featured throughout the Yahoo! network of properties. The
agreement will allow Yahoo!'s millions of users to easily access Global Sports'
multiple and unique Web sites, providing consumers with a wide variety of
unparalleled shopping experiences and an extensive selection of name-brand
sporting goods merchandise.
In particular, Global Sports and Yahoo! will team up to provide the advertising
and merchandising for the Sports and Recreation section of the Yahoo! Shopping
service. Moreover, every single page of Yahoo! Sports content will provide a
text link directly to the Sports and Recreation area of Yahoo! Shopping.
Through this premier relationship, Global Sports' partners' Web sites will be
prominently promoted in numerous popular sports-related areas of the Yahoo!
network, including fantasy sports, news, celebrity athlete events, sporting
games, sports clubs and through front page promotions and local guides.
Furthermore, Global Sports and Yahoo! will team up to provide sporting goods
affiliate opportunities to Yahoo! Geocities. Through in context merchandising,
Yahoo! users will be able to access targeted merchandise related to the Super
Bowl, NBA Finals, World Series, NCAA Final Four, Wimbledon, and the U.S Open via
links to Global Sports' partners' on-line e-Tail stores.
"This unique marketing alliance takes advantage of the extensive selection of
sporting goods provided by Global Sports' partners' and a variety of integrated
programs throughout the popular Yahoo! network" said Anil Singh, Chief Sales &
Marketing Officer, Yahoo! Inc. "This
31
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
relationship also provides a great opportunity to continue to build the Yahoo!
brand by leveraging the stores and marketing of Global Sports' bricks and mortar
retail partners."
Commenting on the agreement, Michael Rubin, chairman and CEO of Global
Sports, Inc., said, "Yahoo! represents an excellent opportunity for Global
Sports to quickly introduce its multiple Web sites to millions of on-line
consumers through a highly targeted and diverse marketing alliance."
Global Sports, Inc. (http://www.GS-Interactive.com) is an e-Tail company that
-----------------------------
operates under exclusive long-term agreements the Internet businesses of leading
sporting goods retailers, including The Sports Authority, The Athlete's Foot,
Sport Chalet, MC Sports, and Sports and Recreation. On July 26, 1999 SOFTBANK
Capital Partners LP invested $80 million into Global Sports, Inc. Global
Sports, Inc. shares are included in the Russell 2000 index.
Statements about the Company's outlook and all other statements in this release
other than historical facts are forward-looking statements. Since these
statements involve risks and uncertainties, they are subject to change at any
time and the Company's actual results may differ materially from expected
results. The Company derives most of its forward-looking statements from its
operating budgets and forecasts, which are based upon many detailed assumptions.
While the Company believes that its assumptions are reasonable, there are
inherent difficulties in predicting certain important factors, especially the
timing and magnitude of sales and the overall condition of the sporting goods
industry. These factors, as and when applicable, are discussed in the Company's
filings with the SEC, a copy of which may be obtained from the Company without
charge.
# # #
32
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT N
Yahoo Shopping Style Guide
(attached)
[Pictures]
33
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
EXHIBIT O
Yahoo Delivers Guidelines
(attached)
34
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
Yahoo! Delivers
Program Guidelines
Choose up to three targeted qualifiers.
. Choose from Yahoo! registration demographics and geo-demographic
information.
Promotional offer must be valid for a minimum of [*] from e-mailing date.
. Shorter dates must be approved by Yahoo!
. Yahoo will only track mailings for [*].
. Expiration date needs to be clearly stated in message
Advertiser must submit advertising creative no less than [*] business days ([*]
days with [*] or more creative) prior to mail date to guarantee timely delivery.
No Sweepstakes.
No alcohol or tobacco related Delivers.
Advertiser CANNOT use the Yahoo! logo anywhere in their offer.
Usage of the Yahoo! name must be approved by Yahoo!
Advertiser must provide customer support contact information so we can forward
support calls.
Advertisers must present Yahoo!
Delivers members with an unique offer, not available to the general public.
A maximum of [*] different targeted e-mails sent per day.
Advertiser can only target same user once every [*].
Must have a new offer every [*].
35
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
What are the Specifications?
---------------------------------------------------
HTML message specifications are outlined below:
---------------------------------------------------
HTML Specifications:
-------------------
Width of message must not exceed [*] pixels.
Total page file size, including images, must be no larger than [*]
each message may have up to [*] images.
Image animation is limited to [*] seconds, no looping.
HTML code must be free of errors and must pass the weblint validation
-------
checker.
No Java, JavaScript, frames, ActiveX, or dynamic HTML.
No body background image or color. (May use colored tables to simulate a
background color).
Subject line Specifications:
---------------------------
Subject line must be [*] characters or less. The subject line will be in
the following format: Yahoo! Delivers: [*] characters submitted by client
will be inserted here
Subject line cannot mislead user.
All submissions are subject to Yahoo's! approval.
All specifications are subject to change without notice.
36
CONFIDENTIAL
YAHOO! INC.
<PAGE>
EXECUTION COPY
What are the Specifications?
continued......
---------------------------------------------------
Text message specifications are outlined below:
---------------------------------------------------
Text Specifications:
--------------------
. Text line length not to exceed [*] characters.
. [*] lines maximum = (about [*] characters total including spaces).
. No more than [*] url's can be embedded in each text message.
. All url's will be reformatted to include redirect coding for tracking
purposes. The encoded url's will appear different in the body of the
message then from the original url submitted to Yahoo!
. Copy must be submitted at the same time as HTML.
. Copy and offer for the text message must be parallel to the content of the
HTML message.
. All submissions are subject to Yahoo's approval.
37
CONFIDENTIAL
YAHOO! INC.